BSR & Co.

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COMPANIES (AUDITORS REPORT) ORDER, 2003
[Issued in terms of Section 227(4A) of the Companies Act, 1956]

Purposes of this checklist are to:

1. Provide an aide memoire for guidance when preparing a CARO report.

2. Highlight any weaknesses in the clients controls and procedures relating to the
specific aspects included in CARO.

How to use the checklist:

1. This checklist does not repeat the normal audit steps regarding audit of financial
statements. It is assumed that the same have been carried out.

2. The checklist is to be used on each statutory audit engagement. If certain paragraphs

of the checklist are required to be completed for separate client locations, this should
be discussed with the Audit Manager/Senior incharge prior to the commencement of
the audit.

3. Comments/references against each point are to be made in the shaded boxes on the
right hand side of each page. (To be added)

4. Space has been provided at the end of each paragraph for an opinion on whether an
unqualified statement may be made by us. Reasons must be recorded in case a
qualified or unfavourable statement is recommended or if we are unable to express an
opinion in answer to a particular question.

5. The responses to many of the questions in CARO would require the audit team to
obtain the relevant information from the management. The reliability of information so
obtained should be judgeed by applying the usual audit procedures (e.g. a cross-
checking the information with relevant records) before using the information as a basis
for reaching the audit conclusions.

6. Written management representations would be required to be obtained on some of the

matters to be dealt with in CARO report. These representations are not included in this
checklist to avoid duplication.

7. The Audit Manager is to review the completed checklist and make final
recommendations.

8. After completion, the checklist should be filed in the appropriate section of the audit
working papers.
BSR & Co. Page 2

Matters to be included in the Report:

The matters to be included in our report are specified in paragraph 4 of CARO.

CARO also applies to foreign companies i.e., companies incorporated outside India and
having a place of business in India. However, the Order does not apply to (a) banking
companies, (b) insurance companies, (c) companies licensed to operate under Section
25 of the Companies Act, 1956. The Order also does not apply to a private company
satisfying all of the following conditions.
(i) It has paid up capital and reserves (including balance of P & L A/c) of not more than Rs
50 lakh. Debit balance of P & L A/c should be reduced in determining the amount of
paid up capital and reserves, but miscellaneous expenditure should not be so reduced.
(ii) It does not have loans outstanding of not more than Rs 25 lakhs from banks and/or
financial institutions at any point of time during the year under audit.
(iii)Its turnover for the year under audit does not exceed Rs 5 crore.

ICAI References

1. Statement on the Companies (Auditors Report) Order, 2003.

2. Issues on Companies (Auditors Report) Order, 2003.

3. Compendium of Opinions -

II - 1 Particulars of depreciation to be shown in fixed assets records under

MAOCARO, 1975.
II-32 Norms for the frequency of physical verification of stores and spare
parts for the purpose of Section 227(4A) of the Companies Act, 1956.

X-78 Location of fixed assets under MAOCARO.

XI-76 Directors comments on observations made in the Auditors Report

under MAOCARO.

XI-124 Whether a club registered as a company is exempted from

MAOCARO.
 BSR & Co. Page 3

FIXED ASSETS

Records

(i) (a) Whether the company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.

1. Confirm that the records contain the following particulars for all fixed assets
tangible as well as intangible showing separately those acquired on finance lease/hire
purchase. Assets which have been retired from active use and are held for disposal
should be shown separately.

- Sufficient description of the asset for

identification purposes

- Classification

- Location

- Quantity

- Original cost

- Year of purchase

- Adjustment for revaluation, or for any increase or decrease in cost

- Date of revaluation, if any

- Method of depreciation/amortisation

- Rate of depreciation/amortisation

- Depreciation/amortisation for the current year

- Accumulated depreciation/amortisation

- Particulars of impairment loss, if any impairment loss or reversal of impairment loss

during the year and accumulated impairment loss.

- Particulars regarding sale/retirement/ disposal etc.

 BSR & Co. Page 4

2. Ascertain whether original cost, depreciation and impairment loss as per these records
agree with the books of account (under individual categories)

Unqualified Statement Yes/No

If no, reasons are as follows:

(i)(b) 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.

1. Determine frequency of verification and note date of last physical verification.

2. Obtain a copy of instructions to persons carrying out physical verification and assess
their adequacy.
3. Obtain evidence of physical verification to:

- ensure frequency is reasonable in relation to company size and nature of assets (where
verification of all assets is not carried out during the year, this fact should be
reported. However, if frequency is reasonable, a suitable comment to that effect
should be added).

- ascertain whether any material discrepancies were noticed and, if so, whether these
were properly dealt with in the books of account.

Unqualified Statement Yes/No

If no, reasons are as follows:

 BSR & Co. Page 5

(i)(c) If a substantial part of fixed assets have been disposed off during the year,
whether it has affected the going concern.

1. If the company has disposed of substantial fixed assets during the year, has the
disposal (a) made the going concern assumption inappropriate, or (b) raised a going
concern uncertainty which cannot be resolved?

2. If yes, apart from making a suitable comment under our CARO report, check whether
this aspect has been reflected in the main audit report in accordance with AAS 16?

Unqualified Statement: Yes/No

If no, reasons are as follows:

INVENTORIES

Physical verification frequency

(ii) (a) Whether physical verification of inventory has been conducted at reasonable
intervals by the management.

- Ascertain the frequency of physical verification of inventories (including, apart from

other items, packing materials, maintenance supplies, stores and spares, and
consumables and loose tools). Is the frequency reasonable (e.g. all material items
should normally be verified at least once during the year).

Unqualified Statement: Yes/No

If no, reasons are as follows:

Physical verification procedures

BSR & Co. Page 6

(ii)(b) 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.

1. Obtain detailed note from client on procedures of verification and determine whether
these procedures are adequate in relation to the size and nature of the business and
volume of stock.

2. If the procedures are not adequate, document details of inadequacies.

3. Examine clients work sheets to substantiate that the physical verification was carried
out in accordance with the procedures identified above.

4. If a continuous stock-taking system is in operation, ascertain whether the procedures

regarding verification and reconciliation are adequate.

5. Refer to our physical verification and cut-off working papers and identify problem
areas, if any.

Unqualified Statement: Yes/No

If no, reasons are as follows:

Inventory Records and Material discrepancies

(ii) (c) 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.

1. Ascertain whether the inventory records contain the following particulars:

particulars of the item, like nomenclature, nature, etc
identification code of the item
location
details regarding quantity of receipts, issues, balances and dates of transactions in a
chronological manner;
relevant document no. & department identification, if any
valuation details, if any.
BSR & Co. Page 7

2. Obtain and review details of material differences, if any, found on physical

verification.

3. Ensure that material discrepancies have been properly dealt with in the books of
account.

4. Indicate items or class of items in respect of which discrepancies cannot be

determined.

5. Ascertain whether the value of inventory of each category as computed from the data
in the inventory records agrees with the books of account.

Unqualified Statement: Yes/No

If no, reasons are as follows:

LOANS GRANTED TO OR TAKEN FROM INTERESTED PARTIES

(iii)(a) 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.

(e) 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 transactions.

1. Obtain a list of all loans granted by the company (irrespective of year-end balance)
during the year to parties listed in the aforesaid register showing the name of the
party, amount of loan, maximum amount outstanding at any time during the year, and
year-end balance. Report the number and maximum amount involved on the basis of
the aforesaid list, after subjecting the same to appropriate procedures to establish its
reliability.

2. Follow a similar procedure in respect of loans taken by the company from the aforesaid
parties.

(iii)(b) 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.

(f) 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 intrest of the
company.
 BSR & Co. Page 8

1. For all relevant loans, ascertain (from relevant loan agreements or other supporting
evidence) the following terms and conditions and assess whether they are prima facie
prejudicial to the interest of the company:

- rate of interest
- security
- period of repayment
- any restrictive covenants

2. To make the above judgement, determine if better terms could have been obtained
and, if so, obtain explanations in writing as to why the present terms are not
prejudicial to the interest of the company.

3. If the above explanations are not satisfactory, ensure that appropriate statement is
included in our report.

Unqualified Statement: Yes/No

If no, reasons are as follows:

(iii)(c) whether payment of the principal amount and interest are also regular.

(g) Whether payment of the principal amount and interest are also regular.

1. For all loans granted to parties listed in the register under section 301, ascertain
whether:

- principal amounts are being received as stipulated.

- interest is being received regularly.

2. Identify the loans where no stipulation has been made for repayment of principal.
Ensure that specific statement is included in our report in respect of such loans.
3. Follow a similar procedure in respect of loans taken by the company from the aforesaid
parties.

(iii)(d) if overdue amount is more than one lakh, whether reasonable steps have been
taken by the company for recovery of the principal and interest.

ICAIs Statement on CARO states that if a due date for payment of interest is not specified, it would be
reasonable to assume that it falls due on each anniversary of the loan.
BSR & Co. Page 9

1. Where there are overdues in excess of Rs 1 lakh in respect of loans granted to any
party listed in the register maintained under section 301. obtain written explanations
from management regarding steps taken for recovery and assess the reasonableness of
such steps.

Unqualified Statement: Yes/No

If no, reasons are as follows:

Internal Control

(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 good and services. Whether there is a continuing failure to correct
major weaknesses in internal control.

1. Refer to working papers where systems/procedures relating to purchases of inventory

and fixed assets and sales of goods and services have been documented and tested.

2. In case the system is inadequate, having regard to the size of the company, the nature
of its business and organisational structure, a statement should be made in our report.

(Attention is drawn to AAS - 6)

3. Ascertain the action taken by the management in respect of major weaknesses in the
above controls communicated to it by external or internal auditors or by audit
committee.

4. Determine whether the action is timely or whether there is an inordinate or

unreasonable delay in initiating the action? Also determine whether the action has
rectified the situation or whether a major weakness continues despite the action on
the balance sheet date as well as at the time of finalisation of the audit.

5. If a major weakness exists on the balance sheet date, report appropriately. However,
if the situation has been rectified by the time of finalisation of the audit, state this
fact also.
 BSR & Co. Page 10

Unqualified Statement: Yes/No

If no, reasons are as follows:

Section 301

(v)(a) 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.

1. Examine whether particulars required to be entered in the register under section 301
have been entered. [This may be done by checking, inter alia, the particulars entered
in the aforesaid register with reference to list of names of relevant parties obtained
from the management, Form 24 AA (containing declaration of interest by an interested
director) and minutes of meetings of board of directors. Also ascertain the procedures
put in place to ensure compliance with section 301(2) and assess their actual
operation. The compliance certificate (if any) of a company secretary may also be
examined.]

2. Comment on non-maintenance/improper maintenance, if applicable, of the register.

(v)(b) 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.]

1. Examine the statement obtained from the management regarding transactions with the
relevant parties and aggregating during the year to Rs 5,00,000 or more for each party,
with reference to:

- Published price lists as applicable at the time of the relevant transactions

- Quotations
- Records relating to prices at which similar transactions have been entered into with
other parties at or around the time of the relevant transactions.
- Differences in other terms such as delivery period, quality, quantity, credit terms etc.

2. If prices appear unreasonable or there are special circumstances, obtain written

explanations from management and assess the reasonableness of the managements
explanations.
BSR & Co. Page 11

Unqualified Statement: Yes/No

If no, reasons are as follows:

DEPOSITS FROM THE PUBLIC

(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 thereunder, 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?

1. Refer to the checklist relating to Sections 58A, 58AA and Companies (Acceptance of
Deposits) Rules, 1975.

2. Examine compliance with other relevant provisions of the Companies Act e.g. sections
274(1)(g), 372A(4), 77B(1)(c), Rules under section 86, and Schedule XIII (Part II, section
II(1)(D))

3. Ascertain from the management whether any order concerning the company has been
passed by the Company Law Board or any other authority as specified and, if so,
determine compliance with such order.

4. Ensure that our report refers to contraventions of sections 58A, 58AA, other relevant
provisions and relevant rules or directions of the RBI/failure to comply with CLB other
authority orders. if any.

Unqualified Statement: Yes/No

If no, reasons are as follows:

 BSR & Co. Page 12

INTERNAL AUDIT

(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.

1. If the company falls within the ambit of the clause, obtain and review the following
information:

- The size of the internal audit department/outside agency engaged

- The qualifications of the persons undertaking internal audit

- Levels of reporting

- Areas covered by internal audit

- Technical assistance available to the internal auditor

- Copies of reports

- Management comments and their implementation of recommendations

Unqualified Statement: Yes/No

If no, reasons are as follows:

COST RECORDS

(viii) Where maintenance of cost records has been prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956 (1 of 1956), whether
such accounts and records have been made and maintained.

1. Ascertain whether the Central Government has ordered a cost audit to be carried out
under section 233-B.

2. Obtain a list of books/records made and maintained and determine whether these are
adequate.

(Cost Accounting Records Rules contain requirements relating to:

 BSR & Co. Page 13

- maintenance of cost records relating to materials, labour, overheads, etc. and

- preparation of cost statements at the end of the financial year).

3. Obtain and review the cost auditors report, if any.

Unqualified Statement: Yes/No

If no, reasons are as follows:

STATUTORY DUES

Deposit of Undisputed statutory Dues

(ix)(a) 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.

1. Obtain a statement of relevant undisputed dues

[Statutory dues would also include penalty and interest levied by the authorities.]

2. Examine the details obtained above with the relevant records and schedules of current
liabilities and provisions.
(due date to be checked with reference to the relevant Act/rules/demand notice and the
provisions of section 418 of the Companies Act, where applicable)

3. Consider cases of delay frequency of such cases and the period of delay to assess
whether the company has been generally regular in depositing dues with the
appropriate authority throughout the year.

4. If the company has not been regular in depositing the dues, ensure that this is
indicated in our report. Besides, where there are arrears for more than six months
beyond the due date of payment, ensure that the extent of the arrears, and the period
to which they relate and the fact of their subsequent clearance (where applicable) are
indicated in our report in the following format.
BSR & Co. Page 14

Unqualified Statement: Yes/No

If no, reasons are as follows:

Disputed statutory Dues

(ix)(b) 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. (Mere
representation to the Department shall not constitute the dispute).

1. Obtain a statement from management providing the relevant details

2. Examine the above statement with relevant records including internal audit reports and
minutes of board/audit committee meetings.

3. Examine the evidence of the relevant amounts being disputed.

4. Report the information concerning disputed undeposited statutory dues in the following
format. (The format suggested in ICAIs Statement can also be used).

Income tax Law Forums

Departmental Appeal ITAT HC SC
2003-04
2002-03
2001-02
3 7 years
Above 7 years

Excise Law
____
____
____

Sales tax Law

____
____
____

Customs Duty
____
BSR & Co. Page 15

____
____

Service Tax
____
____

Wealth Tax
____
____

Cess
____
____
____

The above should be modified for separate information on disputes involving material
amounts.

Unqualified Statement: Yes/No

If no, reasons are as follows:

ACCUMULATED LOSSES AND CASH LOSSES

(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.

1. If the company has been registered for not less than five years, determine the amount
of
(a) accumulated losses at the year-end;
(b) net worth as at the year-end;
(c) cash loss incurred during the year under audit;
(d) cash loss incurred during the financial year immediately preceding the year under
audit.

[The above figures should be worked out after considering the effect of audit
qualifications]
BSR & Co. Page 16

2. Where any of the audit qualifications is not capable of being quantified, it should also
be stated in our report that only such qualifications whose effect can be quantified
have been taken into consideration for the purpose of reporting under the clause.

Unqualified Statement: Yes/No

If no, reasons are as follows:

(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.

1. Obtain a statement from the management setting out the relevant particulars

2. After examining the statement obtained from the management, identify and report
cases of default (period and amount) even if the default has been made good by the
date of the balance sheet (though where the default has been so made good, the fact
may be reported by us).

3. Where the issue of default is a matter of dispute between the company and the lender,
disclaim the opinion, pointing out the fact of existence of dispute.

Unqualified Statement: Yes/No

If no, reasons are as follows:

LOANS AND ADVANCES SECURED BY WAY OF PLEDGE

(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.

1. Obtain a schedule giving details of loans and advances granted on the basis of security
by way of pledge of shares, debentures and other securities.

(Pledge implies transfer to the company of physical possession of the security).

 BSR & Co. Page 17

2. Examine whether the records show the following particulars to ascertain whether
documents and records are adequate:

- Full name and address of borrower

- Proof that the party has power to borrow

- Periodic balance confirmations from the party

- Amount of loan or advance

- Terms regarding repayment, rate of interest, security etc.

- Record of disbursements, repayments, recovery of interest

- Full particulars of the security pledged

- Documents needed to transfer ownership, if required

- Market value of securities

3. Verify securities or obtain confirmation from authorised depository - e.g. bank.

Unqualified Statement: Yes/No

If no, reasons are as follows:

COMPLIANCE WITH SPECIAL STATUTES AND REGULATIONS

(xiii) First Part Whether the provisions of any special statute applicable to chit fund
have been duly complied with?

1. In case the company carries on chit fund activities, identify the special statutes
applicable.

2. Determine compliance with the relevant provisions of the aforesaid statutes insofar as
those provisions are applicable to accounts under report and identify cases of non-
compliance.
BSR & Co. Page 18

Unqualified Statement: Yes/No

If no, reasons are as follows:

(xiii) Second Part In respect of nidhi/mutual benefit fund/societies:

(a) whether the net-owned funds to deposit liability ratio is more than 1:20 as on the
date of balance sheet;
(b) whether the company has complied with the prudential norms on income recognition
and provisioning against sub-standard/doubtful/loss assets;
(c) whether the company has adequate procedures for appraisal of credit
proposals/requests, assessment of credit needs and repayment capacity of the
borrowers;
(d) whether the repayment schedule of various loans granted by the nidhi is based on the
repayment capacity of the borrower.

1. Examine the ratio of net owned funds to deposit liability.

2. Examine compliance with the relevant prudential norms prescribed by the central
government.

3. Evaluate systems, policies and procedures relating to credit based on examination of

all large loans and a test check of other loans.

4. Evaluate the system of the company to determine the repayment capacity of the
borrower and examine whether the repayment schedules are in accordance therewith.
Also examine the extent of year-end dues to assess the efficacy of the system.

Unqualified Statement: Yes/No

If no, reasons are as follows:

SHARES, SECURITIES AND DEBENTURES

 BSR & Co. Page 19

(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.

1. If the company is dealing or trading in shares, securities, debentures or other

investments ascertain whether the records show the following:

- full details of purchases and sales and the profit or loss arising on sale

- stock of investments and their valuation

- amounts due for sales and payable for purchases

- recording of bonus shares and treatment for rights subscribed or sold

2. Examine the records to verify the timely entry of transactions.

3. Ensure that investments have been held by the company in its own name except
to the extent of exemption, if any, granted under section 49 of the Companies Act,
1956. Verify securities held or obtain confirmation from authorised depositories. In the
case of securities not held in the name of the company, examine the justification
therefor.

Unqualified Statement: Yes/No

If no, reasons are as follows:

GUARANTEES GIVEN

(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.

1. Obtain a statement from the management setting out the relevant particulars in
respect of the relevant guarantees given by the company during the year and examine
the same with reference to the relevant documentation including the copies of
guarantees paying particular attention to security aspect of the loan and other terms
and conditions.

2. Assess whether the rationale for giving the guarantees appears commensurate with the
risk exposure. Discuss the relevant cases with the management and list cases where the
BSR & Co. Page 20

managements explanation regarding benefits to the company (i.e. the body of

shareholders) is not convincing.
BSR & Co. Page 21

Unqualified Statement: Yes/No

If no, reasons are as follows:

UTILISATION OF FUNDS

(xvi) Whether term loans were applied for the purpose for which the loans were
obtained.

1. Obtain a statement from management setting out the relevant particulars.

2. Examine actual utilisation of term loans as per the above statement and compare it
with the relevant loan agreement.

3. Review the cash flow statement for the year to identify the cash flows relating to
obtaining of term loans and acquisition of relevant assets.

4. If any term loans have not been utilised for the stated purpose, indicate this position in
the report along with the amount. However, where the utilisation of a term loan for an
other-than-stated purpose is only temporary pending utilisation for the stated purpose,
indicate this fact also.

Unqualified Statement: Yes/No

If no, reasons are as follows:

(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.

1. Examine the net position as at the balance sheet date, of (a) long term sources of
funds and (b) long-term uses of funds.
BSR & Co. Page 22

[Long term sources include share capital, reserves, long term loans (based on original
rather than remaining maturity) and debentures, etc. For this purpose, public deposits,
cash credit, bank overdraft, etc. should not be included (as they are a part of short
term sources of funds).
Long term uses of funds should be computed by adding together carrying value of fixed
assets, long-term investments, long-term loans given and debit balance of profit and
loss account, etc.]

2. If the total of long term uses of funds as computed above is higher than the
computation of the long term sources of funds, state the fact that short term funds
have been used for long term use.

3. In most situations (i.e. where long-term sources of funds exceed long-term uses),
reporting on the following lines may be appropriate.

According to the information and explanations given to us and on an overall examination

of the balance sheet of the company, we report that the no funds raised on short-
term basis have been used for long-term investment.

Unqualified Statement: Yes/No

If no, reasons are as follows:

(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.

1. Ascertain whether the company has made any preferential allotment of shares during
the year to any party listed in the register under section 301.

2. If yes, and the company is a listed company, compare the issue price with the
minimum price required to be charged as per SEBI Guidelines on Disclosure and
Investor Protection? If the issue price is lower than the minimum price aforesaid, the
price should be considered prejudicial.

3. In case preferential allotment has been made by an unlisted company, examine the
basis of computation of the issue price and its justification.

4. If the method or assumptions used in determining the issue price appear unreasonable
and result in a lower price, obtain written explanations from management why it
BSR & Co. Page 23

considers the issue price proper. Evaluate managements response to determine

whether the issue price is prejudicial.

5. In case issue price is based on an expert valuation, assess the appropriateness of the
valuation by applying the procedures laid down in AAS 9.
 BSR & Co. Page 24

Unqualified Statement: Yes/No

If no, reasons are as follows:

(xix) Whether security or charge has been created in respect of debentures issued?

1. Examine debenture issue documents, register of charges and other relevant documents
and records to ascertain the position regarding creation of security or charge as per the
terms of debenture issue.

2. If failure to create security or charge by the balance sheet date is due to the issue date
being close to the balance sheet date and/or the security or charge has been created
by the date of finalisation of the audit, state this fact also while reporting on the
clause.

Unqualified Statement: Yes/No

If no, reasons are as follows:

(xx) Whether the management has disclosed on the end use of money raised by public
issues and the same has been verified.
1. Verify the end-use of money raised by public issues as disclosed in the financial
statements in accordance with SEBI (Disclosure and Investor Protection) Guidelines and
compare the actual end-use with the purpose(s) stated in the offer document.
Wherever available, examine the reports of the monitoring agency to ascertain the
actual end-use.

[SEBI Guidelines require disclosure of both (a) details of monies utilised and (b) details of
unutilised monies. It is obvious that the sum total of the two should equal the total
issue size. This also implies that the figures of monies utilised should be cumulative
figures, though a company may also present their break-up between monies utilised
upto previous year-end and monies utilised during the year.]
BSR & Co. Page 25

2. If the end-use as disclosed is different from the actual end-use as ascertained by our
audit, or actual end-use is different from the end-use stated in the offer document,
mention the position.
BSR & Co. Page 26

Unqualified Statement: Yes/No

If no, reasons are as follows:

(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.
1. Examine minutes of meetings of board and audit committee, reports of internal audit
and our own audit files and make inquiries of appropriate personnel to determine
whether any fraud on or by the company has been reported to or noticed by the
board/audit committee/senior management personnel including MD/whole-time
director.
2. If yes, obtain from management a statement on the nature of fraud and amount
involved and report the same after examining it.

Unqualified Statement: Yes/No

If no, reasons are as follows: