IFC REPORTING. LUNAWAT & CO. Chartered Accountants 17 th June 2016, Rohini CA. PRAMOD JAIN FCA, FCS, FCMA, LL.B, MIMA, DISA

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1 CARO 2016 IFC REPORTING LUNAWAT & CO. Chartered Accountants 17 th June 2016, Rohini CA. PRAMOD JAIN FCA, FCS, FCMA, LL.B, MIMA, DISA

2 AGENDA CARO 2016 Internal Financial Controls

3 AUDIT REPORTS Under Companies Act CARO Non Non- CARO Others Tax Audit Form 3 CA Form 3 CB LLP Society

4 REPORT - COMPANIES Inquiry u/s 143(1) 6 points only to be reported when comments required Report to include: Matters specified u/s 143(3) - 9 points Matters specified in Rules - 3 points Any order made u/s 143(3) for specified Companies in consultation with NFRA CARO points

6 CARO 2016 APPLICABILITY Applicable to all including Foreign Co. for a/cing period after except: Banking Co. / Insurance Co. Section 8 Co. OPC Small Co. Not applicable on CFS Branch auditor also covered, if applicable to co.

7 CARO 2016 APPLICABILITY P. Co not being sub. or holding of Pub. Co. whose: Paid up Capital & Reserves < 1 Cr as at B/s date; and Bonus, Pref. shares to be included Share Application money!! All reserves to be included including revaluation reserve

8 CARO 2016 APPLICABILITY P. Co not being sub. or holding of Pub. Co. whose: Outstanding Loans - Bank or FIs < 1 Cr during FY; and All borrowings included non fund based to extent devolved, invoked guarantees & devolved LCs TL interest accrued & due only to be considered CC balance on any day as per books OD against FD included Outstanding due of Credit card also included Foreign banks covered - FIs include NBFC

9 CARO 2016 APPLICABILITY Pvt. Co not being sub. or holding of Pub. Co. whose: Total Revenue (including from discontinuing operations < 10 crores as per Financial Statements as per Sch III Other income included

10 CARO CLAUSES 1(a) - Proper records - full particulars, quantitative details and situation of FA. FAR in electronic form if 2 conditions satisfied: Controls & security measures in Co. are such that once finalised, FAR cannot be altered without proper authorization & audit trail. FAR can be retrieved in a legible form. In case above conditions not satisfied, to obtain a duly authenticated print-out of FAR. In case auditor decides to rely on electronically FAR - to maintain adequate documentation evidencing evaluation of controls that seek to ensure completeness, accuracy & security of register.

11 CARO CLAUSES 1(b) Physical verification material discrepancy 1(c) - Whether title deeds of immovable properties are held in the name of the company. If not, provide details thereof TDR / Plt & Mach imbedded in land not imm. Prop. In case of conversion In case of mortgage banks Online if available Details no. of cases, leasehold/freehold, gross/net block, remarks

12 CARO CLAUSES 2(a)(b)(c) merged into 2 - Whether physical verification of inventory has been conducted at reasonable intervals by the management & whether any material discrepancies were noticed and if so, how they have been dealt with in books of a/c 3 - Whether company has granted any loans, secured or unsecured to cos, firms, LLP or other parties covered in register maintained u/s 189.[MBP [MBP-4] 184(2)/188

13 CARO CLAUSES 3 MBP 4 - If so, (a) Whether terms & conditions of grant of such loans are not prejudicial to company s interest; CY only, terms s. 186(7), ability to lend, borrower standing (b) Whether the schedule of repayment of principal & interest is stipulated & whether repayments & interest are regular. Opening + CY, squared up loans covered no. of cases (c) If overdue amount for more than 90 days, whether reasonable steps taken by Co. for recovery of the principal & interest Opening + CY no. of cases, principal amt overdue, intt overdue, steps taken

14 CARO CLAUSES 4 Internal control on purchase etc not required 4 - In respect of loans, investments and guarantees, whether provisions of Section 185 and 186 have been complied with. If not, provide details thereof. 185 Details maximum amount and closing Bal. 186 more than 2 layers, exceeding limits, rate of interest, other defaults 5 Deposits no change

15 CARO CLAUSES 6 Cost Records no change 7 Statutory Dues Wealth tax (c) IEPF Statutory due arises out of a statute, rather than on an independent contractual or legal relationship Advance tax, TDS, Custom duty if intt irregular. Instalments granted by authority, penalty/intt covered Irregularity vs. due more than 6 months Mere show cause not disputed, S. 154 disputed If no appeal filed undisputed dues Disclose disputed amounts even if provision made or amount deposited under protest

16 CARO CLAUSES 8 Accum. /cash losses not required 8 Earlier 9 Default to Bank, FIs, Govt. & debenture holders - (in case of banks, Govt. and FIs, lender wise details to be provided). Default non payment of dues, FIs include NBFCs Period of default and amount lender wise All defaults existing on B/S date even earlier years Debentures lender-wise detail not required Govt. does not include Foreign govt., Govt. Co, PSU, Boards, Corporations

17 CARO CLAUSES 9 New - Whether moneys raised by way of IPO / FPO (including debt instruments) & term loans were applied for purposes for which those are raised. If not, details together with delays / default & subsequent rectification. Default - amount involved, nature of default, delay in utilization Co. to disclose end use of IPO/FPO in notes & auditor to verify see SEBI (Listing Obl. & Dis. Req.) Reg. Temporary investment (FDR) to be reported Term Loans from Private Parties If against property, FDR, etc no specific purpose

18 CARO 2016 CHANGES 10 - Whether any fraud by Co. or any fraud on Co. by its officers/ employees has been noticed or reported during the year; If yes, nature and amount involved be indicated Only to report noticed or reported frauds. 143(12) frauds to CG/AC. Reported frauds u/s 143(12) to be reported not suspected frauds Management fraud vs. Employee fraud Fraudulent Financial Reporting vs. Misappropriation of assets

19 CARO CLAUSES 11 New - Whether managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of s. 197 r.w. schedule V? If not, state the amount involved & steps taken for securing refund of the same. Only Public Cos Exclusion sitting fee, for professional services Entitled persons, limits, procedure and approval Reporting payment to MD, WTD, MD, Manager, Excess amount paid/ provided, Due for recovery & steps taken

20 CARO CLAUSES 12 Nidhi Co.. 13 New - Whether all transactions with related parties are in compliance with S. 177 and 188 and details have been disclosed in FS etc as required by applicable AS. To see s. 177 & 188 and AS 18 S. 188 applicable to all companies other than on arm s length transactions entered into in ordinary course of business May test on TP mechanism per IT Act

21 CARO CLAUSES 13 SA 550 Related Parties - transactions not in normal course of business (Eg Eg): Complex equity transactions, such as corporate restructurings or acquisitions Transactions with offshore entities in jurisdictions with weak corporate laws Leasing of premises or rendering of management services by entity to another party if no consideration is exchanged Sales transactions with unusually large discounts or returns Transactions with circular arrangements, for example, sales with a commitment to repurchase Transactions under contracts whose terms are changed before expiry.

22 CARO CLAUSES 14 New - Whether Co. has made preferential allotment / PP of shares or fully or partly convertible deb. during yr. Whether S. 42 complied & amount raised used for purposes for which funds were raised. If not, details of amount involved and nature of non-compliance.

23 CARO CLAUSES 15 New - Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether provisions of S. 192 complied with Persons connected - 185(1) Expl. check MBP 1 Loan, guarantee, etc MBP 2; Contracts MBP 4 FAR, BOD Meetings, EGM, AGM Merger under court schemes Not non-cash Acquisition of asset in one year, settlement of liability in another year Not non-cash

24 CARO CLAUSES 16 New - Whether Co is required to be registered u/s 45-IA of RBI and if so whether the registration has been obtained Understanding business, if principal business is Financing activity Test - Financial Assets > 50% of total assets and income from Financial assets > 50% of Gross Income If required and registration not obtained reasons to be stated

25 CARO 2016 FINER POINTS Comply SAs Documentation, Materiality Assess the effect of failure to comply It s not a separate audit engagement Have Check lists Need to document basis of reaching at adverse opinion Management Representation Cross check with Board Report

27 ICFR REPORTING Take Engagement Letter Perform procedures Take Representation Letter Issue Separate Report Unmodified Modified Qualified Adverse Disclaimer

28 QUALIFIED ICFR REPORTING - QUALIFIED Due to adequacy (and therefore operating effectiveness) The Company did not have an appropriate internal control system for customer acceptance, credit evaluation and establishing customer credit limits for sales, which could potentially result in the Company recognising revenue without establishing reasonable certainty of ultimate collection..except for the effects/possible effects of the material weakness/es es described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting as on.. these material weakness/es es do not affect our opinion on the standalone financial statements of the Company

29 ADVERSE ICFR REPORTING - ADVERSE Due to adequacy (and therefore operating effectiveness) The Company did not have an appropriate internal control system for customer acceptance, credit evaluation and... The Company did not have an appropriate internal control system for inventory with regard to receipts, issue for production and physical verification. Further, the internal control system for identification and allocation of overheads to inventory was also not adequate. These could potentially result in material misstatements in the Company s trade payables, consumption, inventory and expense account balances. the Company has not maintained adequate internal financial controls over financial reporting these material weakness/es es do not affect our opinion on the financial statements of the Company

30 QUALIFIED ICFR REPORTING - QUALIFIED Qualified - Due to operating effectiveness Unmodified On Adequacy The Company s internal financial controls over customer acceptance, credit evaluation and establishing customer credit limits for sales, were not operating effectively which could potentially result in the Company recognising revenue without establishing reasonable certainty of ultimate collection..except for the effects/possible effects of the material weakness/es es described above on the achievement of the objectives of the control criteria, the Company s internal financial controls over financial reporting were operating effectively as on.. these material weakness/es es do not affect our opinion on the standalone financial statements of the Company

31 ADVERSE ICFR REPORTING - ADVERSE Due to operating effectiveness Unmodified On Adequacy The Company s internal financial controls over customer acceptance, credit evaluation and establishing customer credit limits for sales, were not operating effectively which could potentially result in the Company. The Company s internal control system for inventory with regard to receipts, issue for production and physical verification were not operating effectively. Further, the internal control system for identification and allocation of overheads to inventory was also not operating effectively. These could potentially result. Company s internal financial controls over financial reporting were not operating effectively these material weakness/es es do not affect our opinion on the financial statements of Company

32 ADVERSE ICFR REPORTING - ADVERSE Due to - Essential components of internal controls not adequately considered in the internal financial controls established by the company The Company did not have an appropriate internal financial control system over financial reporting since the internal controls adopted by the Company did not adequately consider risk assessment, which is one of the essential components of internal control, with regard to the potential for fraud when performing risk assessment the Company has not maintained adequate and effective internal financial controls over financial reporting as on.. these material weaknesses do not affect our opinion on the financial statements of the Company

33 ADVERSE ICFR REPORTING - ADVERSE Resulting in modified opinion of standalone financial statements The Company did not have appropriate internal controls for reconciliation of physically inventory with the inventory records, which has resulted in misstatement of inventory values in the books of account. because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained adequate and effective internal financial controls over financial reporting as of.. these material weakness/es es has affected our opinion on the standalone financial statements of the Company and we have issued a qualified (/ adverse / disclaimer of) opinion on the standalone financial statements.

34 DISCLAIMER ICFR REPORTING - DISCLAIMER Due to - Framework for internal financial control over financial reporting not established but does not impact the audit opinion on financial statements the Company has not established its internal financial control over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of IFCoFR issued by the ICAI. Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at the disclaimer does not affect our opinion on the financial statements of the Company

35 DISCLAIMER ICFR REPORTING - DISCLAIMER Due to -Auditor unable to obtain sufficient appropriate audit evidence on internal financial controls over financial reporting but does not impact audit opinion on the financial statements The system of internal financial controls over financial reporting with regard to one of the significant branches of the Company at were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting at the aforesaid branch and whether such internal financial controls were operating effectively as at the disclaimer does not affect our opinion on the financial statements of the Company

36 DISCLAIMER ICFR REPORTING - DISCLAIMER Due to -Auditor unable to obtain sufficient appropriate audit evidence on internal financial controls over financial reporting and impacting audit opinion on the financial statements The system of internal financial controls over financial reporting with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at the disclaimer has affected our opinion on the financial statements of the standalone Company and we have issued a qualified (/ adverse / disclaimer of) opinion on the financial statements.

DOCUMENTATION Have checklists, tell articles to cross

certificates / representation from management

Ensure all applicable regulatory compliances

37 DOCUMENTATION Have checklists, tell articles to cross verify Seniors to cross verify Take necessary certificates / representation from management External Confirmations Ensure Compliance of ASs Ensure all applicable regulatory compliances including Companies Act, 2013 Comply with SAs Work not documented is work not done.

39 CA. Pramod Jain CA. Pramod Jain, Lunawat & Co

Practical Aspects of Audit under Income Tax Act and Companies Act (Including CARO 2016 & IFC / ICFR)

Practical Aspects of Audit under Income Tax Act and Companies Act (Including CARO 2016 & IFC / ICFR) LUNAWAT & CO. Chartered Accountants 20 th February 2016, North Campus CA. PRAMOD JAIN FCA, FCS, FCMA,