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Microlesson · 5-min read

CARO 2020 – Clauses (iii) & (iv): Loans, Investments, Guarantees, and Section 185/186 Compliance

## CARO 2020 – Clause (iii): Loans, Investments, Guarantees, and Security

This clause covers situations where the company itself gives loans, advances, guarantees, or security to other entities.

> Exception for sub-clause (a) and (e): Does not apply to companies whose principal business is to give loans (e.g., NBFCs, banks).

### Sub-Clauses at a Glance

Sub-clauseWhat to Report
(a)Whether the company has given loans, guarantees, or security to any entity. Report aggregate amounts separately for: (i) Subsidiaries/JVs/Associates and (ii) Other parties
(b)Whether terms and conditions are not prejudicial to the interest of the company
(c)Whether repayment of principal and interest is regular
(d)If overdue > 90 days: Whether steps for recovery have been taken
(e)Whether loans/advances due during the year were renewed, extended, or fresh loans granted to settle overdue amounts → Report % of such amounts to total loans/advances (NA where principal business is giving loans)
(f)Whether loans/advances granted are repayable on demand or without specifying a repayment period → Report aggregate amount and % of such loans attributable to promoters and related parties

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## CARO 2020 – Clause (iv): Compliance with Sections 185 & 186

Whether the company has complied with:

  • Section 185 – Restrictions on loans to directors and their relatives / entities in which they are interested
  • Section 186 – Limits and procedures for loans, investments, guarantees, and security by companies

If there is non-compliance, the auditor must report the nature of the contravention.

Worked example

### Example 1

Example 1 – Classifying loans under sub-clause (a)

Pearl Ltd gave loans of ₹50 lakh to its subsidiary, ₹30 lakh to a JV, and ₹20 lakh to a third-party vendor. How must the CARO report present this?

Answer: The auditor must report separately:

  • Aggregate to subsidiaries/JVs/associates: ₹80 lakh (₹50L + ₹30L)
  • Aggregate to other parties: ₹20 lakh

This distinction is explicitly required under Clause (iii)(a).

### Example 2

Example 2 – Overdue and rolling over loans

XYZ Ltd gave a loan of ₹10 crore to a third party that became overdue for 6 months. Instead of recovering it, XYZ Ltd granted a fresh loan of ₹10 crore to help the borrower repay the overdue. XYZ Ltd's total loans outstanding are ₹30 crore.

What must the auditor report?

Answer: Under Clause (iii)(d): The loan is overdue > 90 days — report whether steps for recovery were taken (clearly none were taken in substance).

Under Clause (iii)(e): Fresh loans were granted to settle overdue amounts. The auditor must report this and compute the % = ₹10 crore / ₹30 crore = 33.3% of total loans.

### Example 3

Example 3 – Demand loans to promoters

Alpha Ltd gave ₹5 crore 'on demand' loans to its promoters and ₹2 crore to unrelated parties. Total loans outstanding: ₹10 crore.

What is reported under sub-clause (f)?

Answer: Under Clause (iii)(f): Report aggregate amount of demand loans / loans without specified repayment = ₹7 crore total. % attributable to promoters and related parties = ₹5 crore / ₹10 crore = 50%.

⚠️ Common exam mistakes

  • Applying Clause (iii) to loans received by the company — this clause only covers loans, guarantees, and security given by the company to others.
  • Forgetting the NBFC/principal-lending-business exception for sub-clauses (a) and (e) — these sub-clauses do not apply where lending is the principal business.
  • Treating 90-day overdue as the threshold for reporting loans — the 90-day rule only triggers the additional step of checking whether recovery steps were taken.
  • Missing the separate aggregation requirement in sub-clause (a) — students often report a single total instead of separating subsidiaries/JVs/associates from other parties.
  • Confusing Section 185 (loans to directors) with Section 186 (limits on company investments/guarantees) — both are checked under Clause (iv) but serve different purposes.
Reference: Sections 185 & 186 – Companies Act, 2013; Clauses (iii) & (iv) of CARO 2020 — Companies Act, 2013; Companies (Auditor's Report) Order, 2020
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