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Companies (Auditor's
Report) Order, 2003 |
(G.S.R. No 480(E); Notification No. 2/28/2002 – CL. V dated
12th June, 2003 and G.S.R. No. 766(E) dated 25th November, 2004).
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Short title,
application and commencement
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This order may
be called the Companies (Auditor’s Report) Order, 2003.
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It shall apply
to every company including a foreign company as defined in section 591 of
the Act, except the following :-
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a Banking
company as defined in clause (c) of section 5 of the Banking Regulation
Act, 1949 (10 of 1949);
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an insurance
company as defined in clause (21) of section 2 of the Act;
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a company
licensed to operate under section 25 of the Act; and
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a private
limited company with a paid-up capital and reserves not more than fifty
lakh and does not have loan outstanding twenty five lakh rupees or more
from any bank or financial institution and does not have a turnover
exceeding five crore rupees, at any time during the financial year.
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It shall come into force on the 1st day of July, 2003.
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Definitions
In this Order, unless the context otherwise requires, –
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"Act" means
the Companies Act, 1956 (1 of 1956);
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"chit fund
company", "nidhi company" or "mutual benefit company" means a company
engaged in the business of managing, conducting or supervising as a foreman
or agent of any transaction or arrangement by which it enters into an
agreement with a number of subscribers that every one of them shall
subscribe to a certain sum of instalments for a definite period and that
each subscriber, in his turn, as determined by lot or by auction or by
tender or in such other manner as may be provided for in the agreement,
shall be entitled to a prize amount, and includes companies whose principal
business is accepting fixed deposits from, and lending money to, members.
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Auditor’s report to contain matters specified in paragraphs
4 and 5
Every report made by the auditor under section 227 of Act,
on the accounts of every company examined by him to which this Order applies
for every financial year ending on any day on or after the commencement of
this Order, shall contain the matters specified in paragraphs 4 and 5.
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Matters to be included in the auditor’s report
The auditor’s report on the account of a company to which
this Order applies shall include a statement on the following matters, namely
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(i)
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whether the
company is maintaining proper records showing full particulars, including
quantitative details and situation of fixed assets;
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whether these
fixed assets have been physically verified by the management at reasonable
intervals; whether any material discrepancies were noticed on such
verification and if so, whether the same have been properly dealt with in
the books of account;
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if a
substantial part of fixed assets have been disposed off during the year,
whether it has affected the going concern;
(ii)
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whether
physical verification of inventory has been conducted at reasonable
intervals by the management;
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are the
procedures of physical verification of inventory followed by the management
reasonable and adequate in relation to the size of the company and the
nature of its business. If not, the inadequacies in such procedures should
be reported;
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whether the
company is maintaining proper records of inventory and whether any material
discrepancies were noticed on physical verification and if so, whether the
same have been properly dealt with in the books of account;
(iii)
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has the
company granted any loans, secured or unsecured to companies, firms or other
parties covered in the register maintained under section 301 of the Act. If
so, give the number of parties and amount involved in the transactions.
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whether the
rate of interest and other terms and conditions of loans given by the
company, secured or unsecured, are prima facie prejudicial to the interest
of the company;
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whether
receipt of the principal amount and interest are also regular;
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if overdue
amount is more than rupees one lakh, whether reasonable steps have been
taken by the company for recovery of the principal and interest;
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has the
company taken any loans, secured or unsecured from companies, firms or other
parties covered in the register maintained under section 301 of the Act. If
so, give the number of parties and the amount involved in the transaction;
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whether the
rate of interest and other terms and conditions of loans taken by the
company, secured or unsecured, are prima facie prejudicial to the interest
of the company;
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whether
payment of the principal amount and interest are also regular;
(iv) is there an adequate internal control system
commensurate with the size of the company and the nature of its business, for
the purchase of inventory and fixed assets and for the sale of goods and
services. Whether there is a continuing failure to correct major weaknesses in
internal control system;
(v)
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whether the
particulars of contracts or arrangements referred to in section 301 of the
Act have been entered in the register required to be maintained under that
section; and
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whether
transactions made in pursuance of such contracts or arrangements have been
made at prices which are reasonable having regard to the prevailing market
prices at the relevant time;
(This information is required only in case of transactions
exceeding the value of five lakh rupees in respect of any party and in any one
financial year).
(vi) in case the company has accepted deposits from the
public, whether the directives issued by the Reserve Bank of India and the
provisions of sections 58A, 58AA or any other relevant provisions of the Act
and the rules framed there under, where applicable, have been complied with.
If not, the nature of contraventions should be stated; If an order has been
passed by Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal whether the same has been complied
with or not?
(vii) in the case of listed companies and/or other
companies having a paid-up capital and reserves exceeding Rs.50 lakhs as at
the commencement of the financial year concerned, or having an average annual
turnover exceeding five crore rupees for a period of three consecutive
financial years immediately preceding the financial year concerned, whether
the company has an internal audit
system commensurate with its size and nature of its business;
(viii) where maintenance of cost records has been
prescribed by the Central Government under clause (d) of sub-section (1) of
section 209 of the Act, whether such accounts and records have been made and
maintained;
(ix)
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is the company
regular in depositing undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees’ State Insurance,
Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,
cess and any other statutory dues with the appropriate authorities and if
not, the extent of the arrears of outstanding statutory dues as at the last
day of the financial year concerned for a period of more than six months
from the date they became payable, shall be indicated by the auditor.
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in case dues
of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess
have not been deposited on account of any dispute, then the amounts involved
and the forum where dispute is pending shall be mentioned."
(A mere representation to the Department shall not
constitute the dispute).
(x) whether in case of a company which has been registered
for a period not less than five years, its accumulated losses at the end of
the financial year are not less than fifty per cent of its net worth and
whether it has incurred cash losses in such financial year and in the
immediately preceding financial year;
(xi) whether the company has defaulted in repayment of dues
to a financial institution or bank or debenture holders? If yes, the period
and amount of default to be reported;
(xii) whether adequate documents and records are maintained
in cases where the company has granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities; If not,
the deficiencies to be pointed out.
(xiii) whether the provisions of any special statute
applicable to chit fund have been duly complied with? In respect of nidhi/
mutual benefit fund/societies;
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whether the
net-owned funds to deposit liability ratio is more than 1:20 as on the date
of balance sheet;
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whether the
company has complied with the prudential norms on income recognition and
provisioning against sub-standard/doubtful/loss assets;
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whether the
company has adequate procedures for appraisal of credit proposals/requests,
assessment of credit needs and repayment capacity of the borrowers;
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whether the
repayment schedule of various loans granted by the nidhi is based on the
repayment capacity of the borrower;
(xiv) if the company is dealing or trading in shares,
securities, debentures and other investments, whether proper records have been
maintained of the transactions and contracts and whether timely entries have
been made therein; also whether the shares, securities, debentures and other
investments have been held by the company, in its own name except to the
extent of the exemption, if any, granted under section 49 of the Act;
(xv) whether the company has given any guarantee for loans
taken by others from bank or financial institutions, the terms and conditions
whereof are prejudicial to the interest of the company;
(xvi) whether term loans were applied for the purpose for
which the loans were obtained;
(xvii) whether the funds raised on short-term basis have
been used for long-term investment; If yes, the nature and amount is to be
indicated;
(xviii) whether the company has made any preferential
allotment of shares to parties and companies covered in the Register
maintained under section 301 of the Act and if so whether the price at which
shares have been issued is prejudicial to the interest of the company;
(xix) whether security or charge has been created in
respect of debentures issued?
(xx) whether the management has disclosed on the end use
ofmoney raised by public issues and the same has been verified;
(xxi) whether any fraud on or by the company has been
noticed or reported during the year; If yes, the nature and the amount
involved is to be indicated.
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Reasons to be stated for unfavourable or qualified answers
Where, in the auditor’s report, the answer to any of the questions referred
to in paragraph 4 is unfavourable or qualified, the auditor’s report shall also
state the reasons for such unfavourable or qualified answer, as the case may be.
Where the auditor is unable to express any opinion in answer to a particular
question, his report shall indicate such fact together with the reasons why it
is not possible for him to give an answer to such question.
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