AUDITOR’S 

REPORT – WITH IFC     NEW / DELETED 

INDEPENDENT AUDITOR’S REPORT

To The Members of ABC Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ABC company Limited.,
(“the Company”), which comprise the Balance Sheet as at 31 March, 20XX, and the Statement
of Profit and Loss, the Cash Flow Statement1 for the year then ended, and a summary of the
significant accounting policies and other explanatory information, [in which are incorporated the
Returns for the year ended on that date audited by the branch auditors of the company’s
branches at (location of the branches)].

Management’s Responsibility for the Standalone Financial Statements

Management The Company’s Board of Directors is responsible for the preparation of these
matters stated in Section 134(5)2 of the Companies Act, 2013 (“the Act”) with respect to the
preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the company in accordance with the
accounting standards principles generally accepted in India, including the Accounting Standards
specified under Section 1333 of the Act, read with Rule 74 of the Companies (Accounts) Rule,
2014. This responsibility also includes maintenance of Internal controls adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on

our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and
the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India specified under Section 143(10)5 of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company’s preparation and fair presentation
of the financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by Management Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our Audit Opinion on the standalone financial statements.

K. G. ACHARYA & CO., PAGE 1 OF 9

 AUDITOR’S REPORT – WITH IFC     NEW / DELETED 

Opinion

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March, 20XX, and
its profit/loss and its cash flows for the year ended on that date.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,
2014; and

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note X to the financial statements which, describes the uncertainty related to the outcome
of the lawsuit filed against the Company by XYZ Company.

b) Note Y in the financial statements which indicates that the Company has accumulated losses
and its net worth has been fully / substantially eroded, the Company has incurred a net
loss/net cash loss during the current and previous year(s) and, the Company’s current
liabilities exceeded its current assets as at the balance sheet date. These conditions, along
with other matters set forth in Note Y, indicate the existence of a material uncertainty that
may cast significant doubt about the Company’s ability to continue as a going concern.
However, the financial statements of the Company have been prepared on a going concern
basis for the reasons stated in the said Note.

Our Opinion is not modified in respect of these matters.

Other Matter

We did not audit the financial statement / information of (number) branches included in the
standalone financial statements of the Company whose financial statements / financial
information reflect total asset of Rs.____ as at 31st March, 20XX and total revenues of
Rs.______or the year ended on that date, as considered in the standalone financial statements.
The financial statements / information of these branches have been audited by the branch
auditors whose reports have been furnished to us, and our opinion in so far as it relates to the
amounts and disclosures included in respect of these branches, is based solely on the report of
such branch auditors.

Our opinion is not modified in respect of these matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the
Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books [and proper returns

K. G. ACHARYA & CO., PAGE 2 OF 9

 AUDITOR’S REPORT – WITH IFC     NEW / DELETED 

adequate for the purposes of our audit have been received from the branches not visited
by us.]

c. [The reports on the accounts of the branch offices of the company audited under section
143(8) of the Act by branch auditors have been sent to us and have been properly dealt
with by us in preparing this report.]

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account [and with the returns
received from the branches not visited by us.]

e. In our opinion, the balance sheet, Statement of Profit and Loss and Cash Flow Statement
comply aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

f. The going concern matter described in sub-paragraph (b) under the Emphasis of matters
paragraph above, in our opinion, may have an adverse effect on the functioning of the
Company.

g. On the basis of the written representations received from the directors as on 31st March,
20XX taken on record by the Board of Directors, none of the directors is disqualified as
on 31st March, 20XX from being appointed as a director in terms of Section 164(2)6 of
the Act.

h. With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure A”.

i. With respect to the other matters to be included in the Auditors Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements – Refer Note XX to the financial statements; [or
the company does not have any pending litigations which would impact its
financial position]
ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts – Refer Note XX to the financial
statements; [or the company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.]
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company {or, following are the
instances of delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the company or there were no
amounts which were required to be transferred to the Investor Education and
Protection Fund by the company}

For M/s. __________ & Co.,

Chartered Accountants
FRN ________

__________________
Bangalore Partner / Proprietor
___________ M. No. ________

K. G. ACHARYA & CO., PAGE 3 OF 9

 AUDITOR’S REPORT – WITH IFC     NEW / DELETED 

Notes

1. Cash Flow Statement is mandatory for all Co’s, except for OPC, Dormant Co’s & Small Co.,

Small Co., means a Co., other than a Public Co., -

(i) PUC of which does not exceed Rs. 50 Lacs or higher amount as may be prescribed which
shall not be more than Rs. 5 Cr; OR AND
(ii) Turnover of which as per its last P/L a/c does not exceed Rs. 2 Cr or such higher amount as
may be prescribed which shall not be more than Rs. 20 Cr.
Provided that nothing in this clause shall apply to –
(i) Holding co., or Subs Co.,
(ii) Co., registered u/s 8; or
(iii) Co., or Body corporate governed by any special act;

2. S. 134(5) - Directors Responsibility Statement shall state:

a) In the preparation of annual accounts, the applicable AS had been followed along with 
proper explanation relating to material departures;
The  gist  of  b) Directors had selected such accounting policies & applied them consistently & made 
Director’s  judgments & estimates that are reasonable and prudent so as to give a true & fair view of
Resp. 
state of affairs of Co., at the end of FY and of the P/L A/C OF Co., for that period;
Statement  is 
covered  under  c) Directors had taken proper & sufficient care for maintenance of adequate accounting 
“Mgmt’s  records in accordance with provisions of this Act for safeguarding assets of co., & for
Responsibility  preventing & detecting fraud & other irregularities;
for  the  d) Directors had prepared annual accounts on a going concern basis; and x
Standalone FS” 
e) Directors, in case of a listed Co., had laid down internal financial controls to be followed by 
‐  except  (d) 
the Co., & that such internal financial controls are adequate & were operating effectively.
Going  Concern 
&  (f)  Statutory  f) the directors had devised proper systems to ensure compliance with the provisions of all x
Compliance  applicable laws and that such systems were adequate and operating effectively.

3. S. 133 - CG to prescribe AS (CG+ICAI+NFRA)

4. Rule 7 of Co (Accounts) Rules,2014 - Transitional provisions w.r.t AS – AS of 1956 Act, i.e

Co’s AS Rules 2006 of NACAS to apply till AS under NFRA are notified.

5. S. 143(10) - CG+ICAI+NFRA to prescribe SA – Present SA of ICAI to apply during Transition

period.

6. S. 164(2) - Disqualification for Appointment of Director for a period of 5 years –

No person who is or has been a director of a Co., which-
a. Has not filed FS & AR for any continuous period of 3 FYs; or
b. Has failed to repay deposits accepted by it or pay interest or to redeem any debenture on due
date or pay interest or pay any dividend declared and such failure to pay or redeem continues
for 1 year or more,

K. G. ACHARYA & CO., PAGE 4 OF 9

 AUDITOR’S REPORT – WITHOUT IFC     NEW / DELETED 

INDEPENDENT AUDITOR’S REPORT

To The Members of ABC Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ABC company Limited.,
(“the Company”), which comprise the Balance Sheet as at 31 March, 20XX, the Statement of
Profit and Loss, the Cash Flow Statement1 for the year then ended, and a summary of the
significant accounting policies and other explanatory information, [in which are incorporated the
Returns for the year ended on that date audited by the branch auditors of the company’s
branches at (location of the branches)].

Management’s Responsibility for the Standalone Financial Statements

Management The Company’s Board of Directors is responsible for the matters stated in Section
134(5)2 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 1333 of
the Act, read with Rule 74 of the Companies (Accounts) Rule, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on

our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and
the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under issued by
the Institute of Chartered Accountants of India Section 143(10)5 of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company’s preparation and Fair presentation
of the financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such the Company’s internal control. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by management Company’s Directors, as well as evaluating
the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our Audit Opinion on the standalone financial statements.

K. G. ACHARYA & CO., PAGE 5 OF 9

 AUDITOR’S REPORT – WITHOUT IFC     NEW / DELETED 

Opinion

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March, 20XX, and
its profit/loss and its cash flows for the year ended on that date.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,
2014; and
b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;
c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

c) Note X to the financial statements which, describes the uncertainty related to the outcome
of the lawsuit filed against the Company by XYZ Company.

d) Note Y in the financial statements which indicates that the Company has accumulated losses
and its net worth has been fully / substantially eroded, the Company has incurred a net
loss/net cash loss during the current and previous year(s) and, the Company’s current
liabilities exceeded its current assets as at the balance sheet date. These conditions, along
with other matters set forth in Note Y, indicate the existence of a material uncertainty that
may cast significant doubt about the Company’s ability to continue as a going concern.
However, the financial statements of the Company have been prepared on a going concern
basis for the reasons stated in the said Note.

Our Opinion is not modified in respect of these matters.

Other Matter

We did not audit the financial statement / information of ________ (number) branches included
in the standalone financial statements of the Company whose financial statements / financial
information reflect total asset of Rs. _________ as at 31st March, 20XX and total revenues of
Rs. ________ for the year ended on that date, as considered in the standalone financial
statements. The financial statements / information of these branches have been audited by the
branch auditors whose reports have been furnished to us, and our opinion in so far as it relates
to the amounts and disclosures included in respect of these branches, is based solely on the
report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the
Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books [and proper returns

K. G. ACHARYA & CO., PAGE 6 OF 9

 AUDITOR’S REPORT – WITHOUT IFC     NEW / DELETED 

adequate for the purposes of our audit have been received from the branches not visited
by us.]

c. [The reports on the accounts of the branch offices of the company audited under section
143(8) of the Act by branch auditors have been sent to us and have been properly dealt
with by us in preparing this report.]

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account [and with the returns
received from the branches not visited by us.]

e. In our opinion, the balance sheet, Statement of Profit and Loss and Cash Flow Statement
comply the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

f. The going concern matter described in sub-paragraph (b) under the Emphasis of matters
paragraph above, in our opinion, may have an adverse effect on the functioning of the
Company.

g. On the basis of the written representations received from the directors as on 31st March,
20XX taken on record by the Board of Directors, none of the directors is disqualified as
on 31st March, 20XX from being appointed as a director in terms of Section 164(2)6 of
the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us”.

i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements – Refer Note XX to the financial statements; [or
the company does not have any pending litigations which would impact its
financial position]
ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts – Refer Note XX to the financial
statements; [or the company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.]
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company {or, following are the
instances of delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the company or there were no
amounts which were required to be transferred to the Investor Education and
Protection Fund by the company}.

For M/s. __________ & Co.,

Chartered Accountants
FRN ________

__________________
Bangalore Partner / Proprietor
___________ M. No. ________

Notes

K. G. ACHARYA & CO., PAGE 7 OF 9

 AUDITOR’S REPORT – WITHOUT IFC     NEW / DELETED 

1. Cash Flow Statement is mandatory for all Co’s, except for OPC, Dormant Co’s & Small Co.,

Small Co., means a Co., other than a Public Co., -

(iii) PUC of which does not exceed Rs. 50 Lacs or higher amount as may be prescribed which
shall not be more than Rs. 5 Cr; OR AND
(iv) Turnover of which as per its last P/L a/c does not exceed Rs. 2 Cr or such higher amount as
may be prescribed which shall not be more than Rs. 20 Cr.
Provided that nothing in this clause shall apply to –
(iv) Holding co., or Subs Co.,
(v) Co., registered u/s 8; or
(vi) Co., or Body corporate governed by any special act;

2. S. 134(5) - Directors Responsibility Statement shall state:

g) In the preparation of annual accounts, the applicable AS had been followed along with 
proper explanation relating to material departures;
The  gist  of  h) Directors had selected such accounting policies & applied them consistently & made 
Director’s  judgments & estimates that are reasonable and prudent so as to give a true & fair view of
Resp. 
state of affairs of Co., at the end of FY and of the P/L A/C OF Co., for that period;
Statement  is 
covered  under  i) Directors had taken proper & sufficient care for maintenance of adequate accounting 
“Mgmt’s  records in accordance with provisions of this Act for safeguarding assets of co., & for
Responsibility  preventing & detecting fraud & other irregularities;
for  the  j) Directors had prepared annual accounts on a going concern basis; and x
Standalone FS” 
k) Directors, in case of a listed Co., had laid down internal financial controls to be followed by 
‐  except  (d) 
the Co., & that such internal financial controls are adequate & were operating effectively.
Going  Concern 
&  (f)  Statutory  l) the directors had devised proper systems to ensure compliance with the provisions of all x
Compliance  applicable laws and that such systems were adequate and operating effectively.

3. S. 133 - CG to prescribe AS (CG+ICAI+NFRA)

4. Rule 7 of Co (Accounts) Rules,2014 - Transitional provisions w.r.t AS – AS of 1956 Act, i.e

Co’s AS Rules 2006 of NACAS to apply till AS under NFRA are notified.

5. S. 143(10) - CG+ICAI+NFRA to prescribe SA – Present SA of ICAI to apply during Transition

period.

6. S. 164(2) - Disqualification for Appointment of Director for a period of 5 years –

No person who is or has been a director of a Co., which-
c. Has not filed FS & AR for any continuous period of 3 FYs; or
d. Has failed to repay deposits accepted by it or pay interest or to redeem any debenture on due
date or pay interest or pay any dividend declared and such failure to pay or redeem continues
for 1 year or more,

K. G. ACHARYA & CO., PAGE 8 OF 9

 ONS – FLOW CHART 
REELATED  PARTYY TRANSSACTIO