## CARO 2020 – Clauses 10 & 11
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### Clause 10: Issue Proceeds
This clause covers two types of fund-raising:
#### Part A: IPO / FPO
- Whether money raised by Initial Public Offer (IPO) or Further Public Offer (FPO) was used for the same purpose it was obtained for
- If not: report details of deviation, delays or default, and any subsequent rectification
#### Part B: Preferential Allotment / Private Placement
- Whether the company made preferential allotment or private placement of shares or convertible debentures during the year
- If yes: whether requirements of Sections 42 and 62 of the Companies Act have been complied with
- Whether funds have been used for the purpose for which they were raised
> Section 42: Private placement of securities
> Section 62: Further issue of share capital
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### Clause 11: Fraud
#### Part A: Fraud Noticed or Reported
- Whether any fraud by the company or fraud on the company has been noticed or reported during the year
- If yes: nature and amount of fraud
#### Part B: Reporting under Section 143(12) — Form ADT-4
- Whether any report under Section 143(12) has been filed by the auditor in Form ADT-4
> Section 143(12): Mandates auditors to report fraud to the Central Government (through the Audit Bureau/MCA) when they have reason to believe a fraud is being committed.
#### Part C: Whistle-Blower Complaints
- Whether the auditor has considered whistle-blower complaints received during the year by the company
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### Fraud Reporting Framework
| Amount of Fraud | Action Required |
|---|---|
| ≥ ₹1 crore | Report to Central Government (MCA) via Form ADT-4 under Sec 143(12) |
| < ₹1 crore | Report to the Board/Audit Committee |
> This threshold was introduced by amendment — sub-₹1 crore frauds go to the Board, not Central Government.