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Microlesson · 5-min read

Section 143(3) - Matters to be Reported in Audit Report

# Section 143(3) — Mandatory Reporting in Audit Report

Under "Report on Other Legal & Regulatory Requirements", the auditor MUST report on the following:

## Clauses (a) to (j)

ClauseMatter
(a)Whether all information sought was obtained — if not, details & effect on FS
(b)Whether proper books of account are kept; whether proper returns received from unvisited branches
(c)Whether branch audit report (by other auditor) is received & how dealt with
(d)Whether B/S and P&L agree with books & returns
(e)Whether FS comply with Accounting Standards
(f)Observations on transactions having an adverse effect on the company
(g)Whether any director is disqualified u/s 164(2)
(h)Any adverse remark on maintenance of accounts
(i)Whether company has adequate Internal Financial Controls and their operating effectiveness
(j)Other matters prescribed under Rule 11

## Clause (i) — IFC Exemption

IFC reporting does NOT apply to a private company that is:

(i) A One Person Company or Small Company, OR

(ii) Has:

  • Turnover < ₹50 crore (latest audited FS), AND
  • Aggregate borrowings from banks/FIs/any body corporate < ₹25 crore at any point during the FY

## Clause (j) — Rule 11 Matters

(i) Disclosure of impact of pending litigations on financial position

(ii) Provision for material foreseeable losses on long-term contracts

(iii) Delay in transferring amounts to Investor Education & Protection Fund

(iv) Funds routed through Intermediaries / Funding Parties — auditor reports on management representations regarding:

  • (a) Outward leg — No funds advanced to intermediaries with understanding they invest for Ultimate Beneficiaries on company's behalf
  • (b) Inward leg — No funds received from funding parties with understanding the company will invest for their Ultimate Beneficiaries
  • (c) Nothing has come to auditor's notice that the above representations contain material misstatement

(v) Whether dividend declared/paid is as per Section 123

(vi) Whether company used accounting software with audit trail feature, operated throughout the year for all transactions, not tampered with, and preserved

(vii) Statement on whether director remuneration is per the Act

## Reasons for Qualification

Where any matter is answered in the negative or with qualification, the report must state the reasons.

Worked example

### Example 1

Example — Clause (i) IFC Exemption:

Private Ltd. Co. Z has:

  • Turnover ₹40 crore
  • Aggregate borrowings from banks at any point during FY: ₹20 crore

Conclusion: Both thresholds met → IFC reporting under 143(3)(i) NOT required.

If turnover was ₹55 crore → IFC reporting required (one limb breached).

### Example 2

Example — Rule 11(vi) Audit Trail:

Company migrated accounting software on 1-Oct-2024 to a new ERP. Audit trail feature was enabled in the old system but NOT enabled in the new ERP from Oct 2024 onwards.

Reporting: Audit trail NOT operated throughout the year → report this fact under Rule 11(vi).

### Example 3

Example — Rule 11(iv):

Company received ₹10 crore as inter-corporate deposit from XYZ Ltd. Auditor finds emails suggesting XYZ Ltd. intends the company to onward-invest in PQR Ltd. (Ultimate Beneficiary).

Reporting: The management representation under (iv)(b) may contain material misstatement → auditor must report under (iv)(c).

⚠️ Common exam mistakes

  • Applying IFC exemption to all private companies — exemption is conditional on specific thresholds being met
  • Under Rule 11(iv), reporting only one leg — both inward (funding parties) and outward (intermediaries) legs need management representation and auditor verification
  • Forgetting that Rule 11(vi) requires audit trail to be operated throughout the year for ALL transactions — partial coverage = non-compliance
  • Treating Sec 143(3) as advisory — it is mandatory positive reporting on every clause
Bare-Act text 143(3) · Companies Act, 2013 · click to expand
Section 143(3) — The auditor's report shall also state — (a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purposes of his audit and if not, the details thereof and the effect of such information on the financial statements; (b) whether, in his opinion, proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been received from branches not visited by him...
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