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CARO 2020 - Applicability, Exemptions and Selected Clauses (PPE, Inventory, Loans)

# Companies Auditor's Report Order 2020 (CARO 2020)

## Applicability

CARO 2020 applies to every company including foreign companies, EXCEPT:

1. One Person Company (OPC)

2. Insurance company

3. Banking company

4. Small company

5. Section 8 company (charitable)

6. Private company (not being subsidiary or holding of public company) that satisfies ALL of the following:

  • Paid up capital + Reserves & Surplus ≤ ₹1 crore as on B/S date
  • Total borrowings ≤ ₹1 crore from any bank/FI at any point during FY
  • Total revenue (including discontinuing operations) ≤ ₹10 crore as per P&L

> All three conditions must be satisfied cumulatively for the private company exemption.

### CARO on Consolidated FS

CARO does NOT apply to report on Consolidated FS, EXCEPT Clause (xxi) of Para 3.

## Para 3 — Matters to be Included in Auditor's Report (Selected Clauses)

### Clause (i) — Property, Plant & Equipment (PPE) & Intangible Assets

(a) Whether company is maintaining proper records showing full particulars of:

  • (A) Quantitative details of PPE
  • (B) Intangible assets

(b) Whether PPE is physically verified by Mgt at reasonable intervals, whether material discrepancies were noticed, and if so, whether properly dealt with in Books of Account (BOA).

(c) Whether title deeds of all immovable properties (other than leased properties) disclosed in FS are held in name of the company. If not, provide details in format:

Description of PropertyGross Carrying ValueHeld in name ofWhether promoter/director/relative/employeePeriod heldReason for not being held in co's name (also if in dispute)

(d) Whether company has revalued PPE or intangible assets during year. If yes:

  • Revaluation must be done by Registered Valuer
  • Specify amount of change if change is ≥10% in aggregate of net carrying value of each class

(e) Whether any proceedings are initiated or pending against the company for holding benami property; if so, whether properly disclosed in FS.

### Clause (ii) — Inventory

(a) Whether physical verification of inventory is conducted at reasonable intervals by Mgt:

  • Whether coverage & procedure of verification are appropriate
  • Whether discrepancies of ≥10% in aggregate for each class of inventory were noticed
  • If so, whether properly dealt with in BOA

(b) Whether company was sanctioned working capital limits > ₹5 crores in aggregate from banks/FIs at any time during year on basis of security of current assets:

  • Whether quarterly statements filed are as per BOA
  • If not, give details

### Clause (iii) — Loans, Investments, Guarantee & Security

Whether company has made investments in, provided guarantee/security/loans (secured or unsecured) to companies, firms, LLPs or other parties. If so:

(a) Whether company has provided loans/advances/guarantees/security to other entity (NOT applicable to companies whose principal business is to give loans). If so, indicate:

  • Aggregate amount during year
  • Balance outstanding at B/S date

for:

  • (A) Subsidiaries, Joint Ventures, Associates
  • (B) Other parties

(b) Whether investments, guarantees, security and terms & conditions of loans/advances/guarantees are not prejudicial to company's interest.

## Summary of Key Thresholds in CARO 2020 (Clauses i-iii)

ItemThreshold
PPE revaluation disclosure trigger≥10% of aggregate net carrying value of each class
Inventory discrepancy reporting≥10% in aggregate for each class
Working capital limits trigger for quarterly statement check> ₹5 crores
Private company CARO exemption — Paid up + R&S≤ ₹1 crore
Private company CARO exemption — Borrowings≤ ₹1 crore
Private company CARO exemption — Revenue≤ ₹10 crore

Worked example

### Example 1

Example 1 — CARO Applicability Test:

ABC Pvt Ltd (not subsidiary/holding of public co.) has:

  • Paid up capital + R&S: ₹80 lakhs ✓ (<1 cr)
  • Borrowings: ₹90 lakhs ✓ (<1 cr)
  • Revenue: ₹9 crore ✓ (<10 cr)

CARO NOT applicable

If revenue were ₹11 crore → CARO applicable (one condition failed)

### Example 2

Example 2 — Title Deeds Reporting (Clause i(c)):

XYZ Ltd's land worth ₹2 crore is held in the name of a former director.

Reporting: Auditor must disclose in CARO format — Description: Land at Pune; Gross Carrying Value: ₹2 cr; Held in name of: Mr. A (former director); Period held: 5 years; Reason: Title transfer pending due to legal dispute.

### Example 3

Example 3 — Inventory Discrepancy (Clause ii(a)):

Physical verification of raw materials reveals shortage of 12% vs books.

Reporting: As discrepancy ≥10%, auditor must report whether properly dealt with in BOA.

### Example 4

Example 4 — Working Capital Quarterly Statements (Clause ii(b)):

PQR Ltd has working capital limits of ₹7 crore from Bank. Quarterly stock statement filed shows inventory of ₹8 cr, but books show ₹6 cr.

Reporting: As WC limit > ₹5 cr, auditor must verify quarterly statements vs BOA and report the discrepancy with details.

### Example 5

Example 5 — Loans Reporting (Clause iii(a)):

ABC Ltd (not in loan business) gave loan of ₹50 lakhs to its subsidiary, balance outstanding ₹30 lakhs at B/S date.

Reporting: Aggregate during year ₹50L and Balance ₹30L to be disclosed under category (A) Subsidiaries.

⚠️ Common exam mistakes

  • Treating any one of the three private company conditions as sufficient — ALL THREE (capital, borrowings, revenue) must be ≤ respective thresholds
  • Applying CARO to Consolidated FS in full — only Clause (xxi) applies to CFS
  • Reporting PPE revaluation changes below 10% — only changes ≥10% in aggregate need amount disclosure
  • Reporting inventory discrepancies below 10% — only ≥10% discrepancies trigger reporting
  • Forgetting that the working capital quarterly statement check applies only if WC limits exceed ₹5 crore
  • Reporting loans clause for companies whose principal business is giving loans — clause (iii)(a) doesn't apply to them
  • Including LEASED immovable properties in title deed reporting — clause (i)(c) excludes leased properties
Bare-Act text Para 3, Clauses (i), (ii) and (iii) · Companies (Auditor's Report) Order, 2020 issued under Section 143(11) · click to expand
Companies (Auditor's Report) Order, 2020 — Issued by the Central Government in exercise of powers conferred under Section 143(11) of the Companies Act, 2013. Para 2 covers applicability and Para 3 prescribes matters to be included in the auditor's report. Clause (i) deals with Property, Plant and Equipment and Intangible Assets; Clause (ii) deals with Inventory and Working Capital limits; Clause (iii) deals with Loans, Investments, Guarantees and Security.
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