management representation letter format icai 2022

Appendix II: Illustrative Management Representation Letter ​

The following illustrative letter includes written representations that are required by this Implementation Guide, SA 580, “Written Representations” and other Standards on Auditing as applicable. It is assumed in this illustration that the relevant accounting software meets the essential characteristics as specified by the Account Rules; and that there are no exceptions to the requested written representations. If there are exceptions, the representations would need to be modified to reflect the exceptions.

(Entity Letterhead)

(To Auditor) (Date)

This representation letter is provided in conjunction with your audit of the standalone/ consolidated financial statements of the Company for the year ended March 31, 20XX, for the purpose of reporting as to whether the accounting software used by the Company for maintaining its books of account, has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

We confirm that to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves:

We are responsible for establishing and maintaining adequate and effective controls based on [mention control criteria] in respect of use of accounting software that entails the requisite features as specified by Account Rules.

We have performed an evaluation and made an assessment of the adequacy and effectiveness of the company's accounting software in term of recording audit trail of each and every transaction.

We have not used the procedures performed by you during the audit as part of the basis for our assessment of the effectiveness of audit trails of accounting software.

Based on the assessment carried out by us and the evaluation of the results of the assessment, we conclude that the Company uses accounting software for maintaining its books of account which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled and the audit trail been preserved by the company as per the statutory requirements for record retention except for the below mentioned exceptions noted during our assessment and evaluation.

a. (brief of deficiencies)

b. (brief of the impact)

We have disclosed to you all deficiencies identified as part of management's evaluation, including separately disclosing to you all such deficiencies that we believe to be significant deficiencies or would lead to material weaknesses in internal financial controls.

There were no instances of fraud resulting in a material misstatement to the company's financial statements and any other fraud that does not result in a material misstatement to the company's financial statements but involves senior management or management or other employees who have a significant role in the company's internal financial controls. (or) The following instances of fraud that resulted in material misstatement of financial statements in earlier years and frauds involving senior management or management or other employees who have a significant role in the company's internal financial controls were noted: (list instances and amounts involved).

The deficiencies identified in the previous engagement and communicated to the Company and those charged with governance have been remediated, except for the following: (…………) (This issue is not applicable in the first year)

There have been no communications from regulatory agencies concerning non-compliance with or deficiencies in accounting software.

We have provided you with:

All information, such as records (including SOC report) and documentation, and other matters that are relevant to your assessment of accounting software;

Additional information that you have requested from us;

Unrestricted access to those within the entity.

Audit reports of the component auditors, including their report under Section 143(3)(i) of the Act for the following subsidiary companies, jointly controlled companies and associate companies to whom reporting under Section 143(3)(i) is applicable.

There are no other subsidiary companies, jointly controlled companies and associate companies of the company to whom reporting under Section 143(3)(i) is applicable and whose auditors have not issued their report under Section 143(3)(i) of the Act.

In the case of the following subsidiary companies, jointly controlled companies and associate companies of the company to whom reporting under Section 143(3)(i) is applicable, the respective component’s year end is other than that of the Company:

With respect to these components, we have provided to you the audit reports of the component auditors, including their report under Section 143(3)(i) of the Act for their respective financial year under the Act that has been considered in the preparation of the consolidated financial statements of the Company.

There are no changes in the accounting software from March 31, 20XX [balance sheet date] till the date of this representation letter. (or) The following changes have been made to the accounting software since March 31, 20XX [balance sheet date] and the date of this letter: (list changes and reason for the change).

These changes include corrective actions taken by us with regard to significant deficiencies with respect to the following: (list significant deficiencies).

The following changes to accounting software have been proposed as on date of this representation letter but have not yet been implemented: (list proposed changes and reason for the proposed change).

The changes to the accounting software since March 31, 20XX [balance sheet date] and the proposed changes that are under consideration by the Company do not impact our assessment, evaluation and conclusion of the accounting software as at March 31, 20XX [balance sheet date]

[Any other matters that the auditor may consider appropriate.]

For and on behalf of ABC Company Limited

__ (Signature) Name and Designation

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Draft format of Management Representation Letter on Statutory Audit

Management representation letter on statutory audit.

The Management Representation Letter is required to be furnished before the Financial Statements are signed. The auditor should obtain representations from management, wherever considered appropriate. The auditor should obtain evidence that management acknowledges its responsibility for the appropriate preparation and presentation of financial information and that management has approved the financial information.

A sample format of management representation letter (for a company under the Companies Act, 2013) is given below which is required to be tailored for each circumstance .

Written representations are an important source of audit evidence as per "SA 580 WRITTEN REPRESENTATIONS". Although written representations provide necessary audit evidence, they do not provide sufficient appropriate audit evidence on their own about any of the matters with which they deal. Representations by management cannot be a substitute for other audit evidence that the auditor could reasonably expect to be available. For example, a representation by management as to the quantity, existence and costs of inventories is no substitute for adopting normal audit procedures regarding verification and valuation of inventories. Accordingly if you are stating "Valuation of Stock is taken as certified by the management " in your Tax Audit/ Stat Audit then don't do that.

Furthermore, the fact that management has provided reliable written representations does not affect the nature or extent of other audit evidence that the auditor obtains about the fulfillment of management’s responsibilities, or about specific assertions.

I have attached herewith draft management representation letter as per the Practitioner’s Guide to Audit of Small Entities issued by the ICAI . However, being draft format you must make necessary changes and modifications as per each circumstances and given format of management representation letter can not be considered as standard one.

Download management representation letter here.

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(CA. ABHIJIT BANDYOPADHYAY) Chairman, Auditing & Assurance Standards Board The Institute of Chartered Accountants of India

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Icai’s revised guidance note on bank/ branch audit 2024.

IC AI  has released revised/updated ‘ Gu id ance Note on Bank Aud its ( 20 24  Edition )’ for helping members in conducting the bank/branch audits for the financial year 20 23-24 .

This guidance note is divided into various parts and includes illust rative formats of relevant reports , certificates , audit programs , etc .

A. Guidance Note on Bank Audit (2024)

The ICAI publication, “Guidance Note on Audit of Banks 2024,” aims to provide comprehensive guidance to members conducting audits of banks and their branches. This is particularly important because statutory audits of banks/branches present several unique challenges due to the peculiarities of banking operations, including the high volume and complexity of transactions, wide geographical spread of the banks’ network, diverse range of products and services offered, extensive use of technology, and strict vigilance by the banking regulator. These factors make the task of statutory auditors of banks quite challenging, particularly in maintaining the quality of audits in bank audits.

ICAI’s Guidance Note on Bank Audit ( 2024 )

B. Appendices to Section A of Guidance Note (Central Audit)

The appendices to Section A of the “Guidance Note on Bank Audit (2024): Statutory Central Audit of Banks as a whole” are as follows:

i) Appendix I: Illustrative Format of Report of the Auditor on the Standalone Financial Statements of a Nationalised Bank

ii) Appendix II: Illustrative Format of Report of the Auditor on the Standalone Financial Statements of Banking Company

iii) Appendix III: Illustrative Format of Report of the Auditor on the Consolidated Financial Statements of a Nationalised Bank

iv) Appendix IV: Illustrative Format of Engagement Letter in case of a Nationalised Bank

v) Appendix V: Illustrative Format of Engagement Letter in case of a Nationalised Bank (Separate only for Audit of Internal Financial Controls Over Financial Reporting)

vi) Appendix VI: Illustrative Format of Engagement Letter to be sent to the Appointing Authority of the Banking Company

vii) Appendix VII: Illustrative Format of Engagement Letter to be sent to the Appointing Authority of the Banking Company (Separate only for Audit of Internal Financial Controls over Financial Reporting under Section 143(3)(i) of Companies Act, 2013);

viii) Appendix VIII: Illustrative Format of Management Representation Letter to be obtained from Bank Management in case of Statutory Central Audit; and

ix) Appendix IX: Illustrative Format of Management Representation Letter to be obtained from Bank Management in connection with the Limited Review.

Appendices to Section A of the Guidance Note on Central Statutory Audit of Banks as a Whole ( 2024 )

C. Appendices to Section B of Guidance Note (Branch Audit)

The Appendices to Section B of the “Guidance Note on Bank Audit (2024): Statutory Branch Audit of Banks” are as follows:

i) Appendix I: Text of Section 6 of the Banking Regulation Act, 1949;

ii) Appendix II: The Third Schedule to the Banking Regulation Act, 1949;

iii) Appendix III: Illustrative Format of Report of the Branch Auditor of a Nationalised Bank;

iv) Appendix IV: Illustrative Format of Report of the Branch Auditor of a Banking Company;

v) Appendix V: Illustrative Format of Engagement Letter to be sent to the Appointing Authority of the Nationalised Bank by Branch Auditor;

vi) Appendix VI: Illustrative Format of Engagement Letter to be sent to the Appointing Authority of the Nationalised Bank by Branch Auditor (Separate only for Audit of Internal Financial Controls Over Financial Reporting);

vii) Appendix VII: Illustrative Format of Written Representation Letter to be obtained from the Branch Management;

viii) Appendix VIII: Suggested Abbreviations used in the Banking Industry;

ix) Appendix IX: Illustrative Bank Branch Audit Programme for the Year ended 31/03/2024;

x) Appendix X: Typical reasons observed for the divergence in asset classification (large accounts) during Supervisory Cycle 2023-24 (FY 2022-23), during Capital Assessment Exercise;

xi) Appendix XI: Advisory for Statutory Bank Branch Auditors w.r.t. Specific Considerations while conducting Distance Audit/ Remote Audit/ Online Audit of Bank Branch under current Covid-19 situation issued on 06/05/2020; and

xii) Appendix XII: Additional Guidance on Advances (Refer Chapter 11 “Reporting for Advances”).

Appendices to Section B of Guidance Note on Branch Statutory Audit of Banks ( 2024 )

Besides, Members can also refer other relevant information from the ICAI website , as under:

D. Master Circulars Issued by RBI

E. Master Directions issued by RBI

F. Relevant Notifications, FAQs and General Circulars

Further, ICAI has advised the Members to read this Guidance Note in conjunction with two other publications, i.e. Technical Guide on Audit of Internal Financial Controls in Case of Public Sector Banks ( 2021 ) and Technical Guide on Revised Formats of Long Form Audit Report ( 2021 ) issued by AASB.

ICAI has also advised its members that the guidance note on bank audit has been updated with relevant directions/circulars issued by the Reserve Bank of India until January 31, 2024. Members are therefore encouraged to monitor legislative/regulatory developments, such as circulars issued by the Reserve Bank of India after the aforementioned date, which may affect the statutory audit of banks or their branches for the year ended March 31, 2024.

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Draft Format Engagement letter & Management representation on Tax Audit

The main purpose of Management Representation Letter on various matters is to focus the management’s attention on those matters so that the management can specifically address those matters in more detail than would otherwise be the case.

However the Auditor needs to understand the limitations of management representations as audit evidence. Getting a Management Representation Letter does not absolve the auditor of its responsibilities. He has to exercise professional care in conducting the audit.

Article contains Draft Format of Engagement letter on Tax Audit and Draft Format of Management Representation letter related to Tax Audit –

Draft Format of Engagement letter on Tax Audit

Date: XX/XX/2020

The Executive Director

(Mention the name & Address of client)

We refer to the letter dated      informing us about our (re) appointment as the tax auditors of the Company/Partnership/LLP/individual. You have requested our firm “ XYZ & Co.” to do the tax audit of the Company/ Partnership/LLP/individual as defined in Section 44AB of the Income Tax Act, 1961, for the previous year(s) ending March 31, 2020. The tax audit of the Company/Partnership/LLP/individual include issuance of Tax Audit Report in Form Nos. 3CA/3CB and 3CD & filing the same with Income Tax Department. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter.

Our audit will be  conducted  for  the  purpose  to  ascertain/derive/report  the  requirements  of Form  Nos. 3CA/3CB and 3CD, to ensure that the books of account and other records are properly maintained, that they truly reflect the income of the taxpayer and claims for deduction/relief are correctly made by him & to checking fraudulent practices. In ascertaining/deriving/reporting the requirements of tax audit, we will rely on the work of statutory auditors appointed by the Company, to the extent it will required.

We will conduct the tax audit in accordance with the Provisions of Income Tax Act, 1961 & rules and regulations made thereunder. This tax audit involves performing procedures to ascertaining/deriving/reporting the requirements and the disclosures required in Form 3CA/CB & 3CD. Tax audit also includes evaluating the compliances with the provisions of Income Tax, TDS and with other laws.

Form 3CD should be duly filled & authenticated by the Management. We will only verify and confirm the same & on that basis form our opinion & issue the report in Form 3CA/3CB as the case may be.

This tax audit will be conducted on the basis that the Management and those charged with governance (Audit Committee / Board) acknowledge and understand that they have the responsibility:

1. For the preparation of tax audit report that give assurance in accordance with the provision of the Act, This includes:

• Compliance with the applicable provisions of the Income Tax Act, TDS Provisions & GST Provisions;
• Proper maintenance of accounts and other matters connected therewith;

2. Identifying and informing us of financial transactions or matters that may have any adverse effect on the tax compliance of the

3. Providing the required information completely and accurately in required

4. To provide us, inter alia, with:

a. Access, at all times, to all information, including the books, accounts, vouchers and other records and documentation of the Company, whether kept at the Head Office or elsewhere, of which the Management is aware that are relevant to the “books of account” such as records, documentation and other

b. Access to reports, if any, relating to internal reporting on frauds (e.g., vigil mechanism reports etc.), including those submitted by cost accountant or company secretary in practice;

• Additional information that we may request from the Management for the purposes of our audit;

1. Unrestricted access to persons within the Company from whom we deem it necessary to obtain audit evidence. This includes our entitlement to require from the officers of the Company such information and explanations as we may think necessary for the performance of our duties as the tax auditors of the Company; and

2. All the required support to discharge our duties as the tax

As part of our audit process, we will request from the Management written confirmation concerning representations made to us in connection with our audit.

Our report prepared in accordance with relevant provisions of the Act would be addressed to the Company. The form and content of our report may need to be amended in the light of our audit findings.

Our fees will be billed as follows”

The total audit fee of Rs…… (Excluding GST) (Rupees………………only) which will be billed on submission of the audit report.

We wish to emphasis that our audit report will be exclusively for income-tax purposes. We shall not be liable for any way to any third party to whom you may make the audit report available.

We also wish to invite your attention to the fact that our audit process is subject to ‘peer review’ under the Chartered Accountants Act, 1949. The reviewer may examine our working papers during the course of the peer review.

Please sign and return the attached copy of this letter to indicate that it is in accordance with your understanding of the arrangement for our audit of the financial statements.

Thanking you

Yours faithfully

For ……..

Chartered Accountants

 (Mention n ame & Designation of Partner)

Draft Format of Management Representation letter on Tax Audit

[ON THE LETTER HEAD OF AUDITEE]

M/s ……

Sub: Management Representation in course of Tax Audit for A.Y……

Please find enclosed a copy of Form 3 CD alongwith all relevant details for the purpose of conducting the Tax Audit of XYZ Company , for the year ended 31st March, 2020.  In this connection, we further confirm that

1. The address that we have reported in Clause 2 of the form 3CD is same as we have informed to the income tax department, there is no change in the same.

2. That the registration or identification number, if any, under indirect tax laws including excise duty, goods & service tax, sales tax, customs duty, etc. as informed to you and reported in Clause 4 of Form 3CD are correct and there is no other number other than what is reported in said clause.

3. We certify, there has been no change in the partners or members or in their profit sharing ratio since the last date of the preceding year during the year under report as stated in clause 9 (b) of form 3 CD.

4. We certify, there has been no change in the nature of business during the year under report as stated in clause 10 (a) of form 3 CD.

5. That the List of books of account as prescribed u/s 44AA have been maintained and the address at which the books of accounts are kept as reported in Clause 11 has been informed by us and there are no other books and no other location at which books are kept.

6. We confirm that the profit and loss account does not include any profits and gains assessable on presumptive basis under relevant sections 44AD , 44AE, 44AF, 44B, 44BB, 44BBA, 44BBB or any other relevant section as stated in clause 12 of form 3 CD.

7. The company has followed the mercantile system of accounting & there is no change in the method of accounting employed in the immediately preceding previous year, for the preparation of final accounts for the financial year 2019-2020 as stated in clause 13 of form 3 CD.

8. We certify that the valuation of closing stock is on the same basis & there is no deviation from the method of valuation prescribed under section 145A as stated in clause 14 of form 3 CD.

9. We certify that there are no capital assets which are converted into stock in trade as stated in clause 15 of form 3 CD.

10. We certify there is no capital receipt which is credited to Profit & Loss Account as stated in clause 16 of form 3 CD.

11. We certify that the items falling within the scope of section 28 have been correctly stated in clause 16.

12. That there is no land or building or both which is transferred during the previous year for a consideration less than value adopted or assessed or assessable by any authority of a State Government referred to in section 43CA or 50C, other than what is informed by us and has been reported in Clause 17 of Form 3CD.

13. We follow a policy of capitalizing an asset only after the asset has been purchased and has been put to use. The date on which the asset is put to use is as certified by us in Clause 18 of Form 3CD.

14. We certify that particulars of depreciation allowable as per the Income-tax Act, 1961 in respect of each asset or block of assets, as the case may be are correct.

15. We certify that there is no sum paid to an employee as bonus or commission for service rendered, where such sum was otherwise payable to him as profit or dividend as stated in clause 20 of form 3 CD.

16. The employee’s and employer’s share contributed towards provident fund, pension fund and ESI, date of deposit and amount of deposit is correctly stated in clauses 20 (b) of Form 3CD.

17. No Capital Expenses have been debited to any Revenue Accounts as stated in clause 21 (a) of form 3 CD.

18. All the expenses incurred on during the Year by us are for the purpose of business only.

19. No personal expenses, except those under contractual obligations or by generally accepted business practice, have been charged to the profit & loss account.

20. We certify that there is no expenditure on advertisement in any souvenir, broucher, tact, pamphlet etc. published by a political party. Further we confirm that we have not made any expenditure at clubs.

21. There have been no amounts in the nature of penalties or fines levied on us other than what has been disclosed in Clause 21 (a).

22. We have not made any payments otherwise than Account payee cheque, above Rs. 10,000/- (Rs.35,000 in case of Transporters) covered u/s 40A(3) or Section 40A(3A) during the year except those which have been disclosed in Clause 21(d).

23. No sums have been paid by the company as an employer which is not allowable U/s 40A (7) of the Income Tax Act, 1961 as stated in Clause 21(e).

24. We have not incurred any liability of a contingent nature as stated in Clause 21(g).

25. No amount of interest inadmissible under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006 other than stated in Clause 22.

26. All transactions with any related party within the meaning of section 40(A)(2)(b) of the Act, have been disclosed in Clause 23.

27. No amounts deemed to be profits and gains under section 32AC or 32AD or 33AB or 33ABA or 33AC other than stated in Clause 24.

28. There is no amount of profit chargeable to tax u/s. 41 as disclosed under clause 25 of Form 3CD.

29. All the statutory dues have been deposited on time as disclosed under clause 26.

30. That during the previous year we have not received any property, being share of a company not being a company in which the public are substantially interested, without consideration or for inadequate consideration as referred to in section 56(2)(viia) under clause 28 of Form 3CD.

31. That during the previous year we have not received any consideration for issue of shares which exceeds the fair market value of the shares as referred to in section 56(2)(viib) under clause 29 of Form 3CD.

32. That we have not accepted or repaid any amount borrowed on hundi or any amount due thereon in contravention to Section 269SS and 269T of the Act (including interest on the amount borrowed), otherwise than through an account payee cheque, bank draft, Online payments as stated in clause 30 & 31 of Form 3CD.

33. That we have not incurred any loss referred to in section 73A of the Act in respect of any specified business during the previous year as stated in clause 32 of Form 3CD.

34. That the company is not deemed to be carrying on a speculation business as referred in explanation to section 73 as stated in clause 32 of Form 3CD.

35. There are no deductions under Chapter VI A other than those stated in Clause 33.

36. The taxes deducted at source by us under the provisions of the Income-tax Act during the year have been paid to the Central Government except those which have been disclosed in Clause 34(a).

37. The statement of tax deducted or collected contains information about all transactions which are required to be reported under Clause 34(b) of the Form 3CD.

38. Interest payable u/s 201(1A) and 206C(7) of the Act have been paid which have been disclosed in Clause 34(c).

39. We certify that stock quantities furnished in Clause 35 of Form 3CD has been valued & certified by us.

40. No Cost Audit was carried out during the relevant Assessment year as reported in the clause 37.

41. No audit under Central Excise Act was carried out during the relevant Assessment year as reported in the clause 38.

42. No audit was conducted under section 72A of the Finance Act, 1994 in relation to valuation of taxable services during the relevant Assessment year as reported in clause 39.

43. The basis of calculation of ratios as specified in clause 40 of Form 3CD is correct.

44. That there is no demand raised or refund issued during the previous year under any tax laws other than Income Tax Act, 1961 and Wealth tax Act, 1957 as required in Clause 41.

45. We also certify information furnished in Clause 1 to 44 & Annexures 1 to ….. of Form 3CD are true and correct.

By order of the Board

For «Name of company»

Sd/- Name Director DIN-

Disclaimer:-

The above articles on the basis of the available study material & my understanding. Anyone opinion may differ from my opinion.

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Can anyone please send me word format of certifctaes that one needs to obtain from client while doing tax audit?

Very useful information in preparing Management representation letter Thanks you very much

Very helpful information sir.

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Detailed Format of a Management Representation Letter

Format of a management representation letter (mrl).

Chartered Accountants Dear Sirs, This representation letter is provided in connection with your audit of the financial statement of M/s. …….for the year ended 31st March 2020 for the purpose of expressing an opinion as to whether the financial statements give a true and fair view of the financial position of M/s. …….as of 31st March 2020 and of the results of operations for the year then ended. We acknowledge our responsibility for the preparation of financial statements in accordance with the requirements of the other relevant statute and recognized accounting policies and practices, including the accounting standards issued by The Companies Act 2013/ The Institute of Chartered Accountants of India.

We confirm, to the best of our knowledge and belief, the following representations; General ___________________________ 1. Ours ‘…….is a limited company incorporated under the Companies Act, 1956/2013 bearing Regn. No CIN: ……………..dated …….. as Private Limited Company and converted into Public Limited Company on ………….. A copy of the Memorandum & Articles of Association is already with you. 2. Following persons are the members of the Board of Directors of the Company as on date:- Name of Director:- Designation;- Director Date of appointment Name of Director:- Designation; – Director Date of appointment Name of Director:- Designation; – Director Date of appointment Name of Director:- Designation;- Director Date of appointment Name of Director:- Designation;- Director Date of appointment 3. The Company has obtained all registrations/licenses required to run the business. 4. So far the Company had filed I.T. Return for the FY ending March …… No income tax return has been filed by the Company after the AY . PAN of the Company is ……. There are no demands/ appeals pending or details of appeals/demands pending are as under:- All the Statutory Compliance like VAT, Service Tax, GST, PF, ESIC, etc, has been paid timely and there is no default there, except the following:

5. We have maintained the following books of account:-

(a)Cash book (b) Bank Book (c) Ledger (d) Journal All the books have been kept on the computer and printouts are taken on a monthly/yearly basis as per needs. All the aforesaid books have been kept and maintained at the corporate office of the Company. 6. We enclose herewith a copy of final accounts for the year-ended ……… duly approved by the Board of Directors of the Company, for your perusal and doing the needful.

Related Topic: Private Company – Specimen Audit Report March 2020

7. Significant Accounting Policies

a) Basis of preparation The financial statements are prepared on an accrual basis under the historical cost convention, in accordance with the generally accepted accounting principles (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. b) Use of estimates The preparation of financial statements in conformity with the Indian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known/materialize. c) Revenue recognition Revenue is recognized on an “accrual” basis at the fair value of the consideration received or receivable net of applicable taxes, trade discounts, and customer returns. d) Secured Loans 1) The term loan from Financial Institutions i.e. ……….. are secured by the first charge ranking parri-passu in each case with the others by way of Equitable Mortgage by the deposit of the deeds in respect of the land situated ………………………. & by hypothecation of all the movable (save and except book debts) including immovable machinery, spares & accessories, Both present and future, subject to prior charge created in favour of the company’s banker on stock of raw material, semi-finished goods, finished goods & consumable stores and book debts for securing the cash credit for the working capital requirement. 2) All loans are guaranteed by all the promoters/shareholders of the company. e) Fixed assets Fixed assets are carried at cost less accumulated depreciation and impairment losses if any. The cost of fixed assets includes interest on borrowings attributable to the acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. f) Depreciation / amortization All the Company’s fixed assets including Intangible assets are depreciated on the basis of the Written Down method over the estimated useful life of the asset as per the provisions of the Companies Act, 2013. Leasehold improvements, Office Equipments, Furniture & Fixtures & Software are amortized over the useful life of the assets as specified under Company’s Act 2013. g) Foreign exchange transactions Transactions in foreign currency are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency prevailing on the date of the transaction. Monetary items denominated in foreign currency are restated at the rates prevailing on the balance sheet date. Non-monetary items denominated in foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on reporting company’s monetary items at rates different from those at which they were initially recorded during the year or reported in the previous financial statements are recognized as income or expense in the year in which they arise. h) Earnings per share Basic earnings/loss per share is calculated by dividing net profit/loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. i) Taxation Tax expense comprises current tax and deferred tax. Current tax is determined as the amount of tax payable in respect of taxable income for the year. The provision for current income-tax is recorded based on assessable income and the tax rate applicable to the relevant assessment year. Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in the guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as MAT credit entitlement. The Company is carrying/carrying any business since …….. Income Tax Returns have been/not been filed from AY ……. There is no reasonable certainty of the realization of future profits based on the Profits & Loss Account of the earlier years. Therefore, no provision for Deferred Tax has been made under the prevailing circumstances. j) Investments: Long term investments are carried at cost after providing for any diminution in value if such diminution is of a permanent nature. Current investments are carried at lower of cost or market value. k) Loans & Advances Security deposits with of Rs. – will be adjusted by the …………… against the outstanding bill ………………………..hence not recoverable. l) Inventories: There are no inventories in the Balance Sheet. m) Borrowing Cost: Interest and other financing costs relating to borrowed funds attributable to the construction or acquisition of fixed assets have been capitalized to the extent if they relate to the period up to which the asset was ready to use (As per AS-16). All other borrowing costs are charged to revenue. n) Employee Benefits:

LEAVE ENCASHMENT

There are ………/s no employee. Accordingly, provisions have been made as per AS-15../hence this clause is not applicable. PROVIDENT FUND REgular in payment of dues/There is no employee hence this clause is not applicable. GRATUITY There are …… employees/is no employee hence this clause is not applicable. Provision made on the basis of actuarial valuation o) CONTINGENT LIABILITIES: A) Corporate Guarantees B)Capital Commitments .. The company has become a sick company within the meaning of clause (o) of sub-section 1 of section 3 of the sick industrial companies (special provision) act, 1985. The matter under consideration at BIFR/AIIFR for the revival process has been rejected by the Hon’ble BIFR. The interest of Rs…………. has not been provided on the term loans of …………..because OTS (ONE TIME SETTLEMENT) has been revoked due to nonpayment as per the OTS scheme. However, interest has been provided on the term loan of ……………… as per OTS Settlement and statement of account provided by the ……………….. B) The sales tax authorities have raised a demand of Rs ………………………The above demand is not acceptable and it has been challenged by the Company in Appeal. The appeal is pending before the authorities. Although the company has provided a liability of Rs. …………- in the books of accounts but from the prevailing circumstances the amount of Rs. ……………… appears to be a contingent liability.

8 NOTES ON ACCOUNTS

Micro and Medium Scale Business Entities: There are no Micro, Small, and Medium Enterprises, to whom the company owes dues which are outstanding for more than 45 days as at 31st March 2020. This information as required to be disclosed under the Micro, Small and Medium Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. B The Company is a Small and Medium-Sized Company (SMC) as defined in the General Instructions in respect of Accounting Standard notified under the Companies Act, 2013, accordingly, the company has complied with the accounting standard as applicable to a Small and Medium-Sized Company. C In the absence of confirmation from the parties the debit & credit balances in respect of Security Deposits and have been taken as reflected in the books. Balance appearing under the heads Current Assets, Loans and Advances, and Current Liabilities are subject to confirmation. D In the opinion of the Board of Directors of the company, the current assets, loans, and advances have the value at least equal to the figures stated in the Balance Sheet on realization in the ordinary course of business and provision for all determinable/known liabilities have been made in the accounts when reliable estimates can be made of the amount of obligation. F Previous year Figures have been reworked, regrouped, re-arranged, and reclassified wherever considered necessary to make them comparable with current year’s figures. G There has been no default except Default of Principal repayment and interest repayment on Long Term Borrowings from ……………….. The figures have been quantified in the balance sheet.

i. There have been no irregularities involving management or employees who have a significant role in the system of internal control that could have a material effect on the financial statements. ii. The financial statements are free of material misstatements, including omissions. iii. We have complied with all the relevant provisions of the statute as applicable to us and our records and minutes in this respect are up to date and are open for inspection in the course of your audit. iv. The company has complied with all aspects of contractual agreements that could have a material effect on the financial statements in the event of noncompliance. There has been no non-compliance with requirements of regulatory authorities that could have a material effect on the financial statements in the event of non-compliance. v. We have no plans or intentions that may materially affect the carrying value or classification of assets and liabilities reflected in the financial statements. vi. All the loans or depositor repayment thereof was made by account payee Cheques or demand draft only. vii. In term of section 22 of the micro, Small & Medium Enterprises Development Act, 2006: Sundry Creditors of the Company: Rs.NIL Interest Paid to them: Rs. NIL viii. We have complied with tax provisions in respect of the deduction of TDS. ix. All the payments in the respect of any revenue item has been made in compliance with the provisions of section 40(A)(3) of the Income Tax Act 1961. x. Details of all immovable Properties Purchased/Sold during the years are as below: Details Purchase/Sale Amount Value as per stamp duty act NIL NA NA NA

10. General Affirmations

· The Cash balance as on 31/03/2020 has been physically verified by the management at Rs. · The company has not given any guarantee for loans taken by others from banks or financial institutions. · We confirm that no short-term funds have been employed for long-term purposes. · We confirm that during the year company has not issued any shares. · We confirm that during the year company has not issued any debentures to any person. · We confirm that during the year company has not raised funds from the public issue of shares. · None of the employees of the Company were in receipt of remuneration in excess of the limits specified under various provisions of the Companies Act, 2013. · We confirm that Company has duly complied all the provisions of Section 40(A)3 of the I.T. Act, 1961, read with Rule 6DD, and has not made any payment of expenditure in excess of Rs……./- in Cash. · We confirm that Company has duly complied all the provisions of Section 269SS and 269T of the I.T. Act, 1961 and has not taken/accepted and or repaid any loans or deposits in excess of limits prescribed under these sections otherwise them through account payee Cheques and or draft as the case may be. · No personal expenses have been charged to revenue accounts. · No fraud has been committed during the year.

11. Other Information of the company:

Email id: :- Principal Contact No :- No. Of Employees: :- persons No. of Branches:- NIL 12. Others: (a) Our Books of Accounts and Other Records are kept at the corporate address of the company. (b) A bonus amounting Rs. NIL /- was paid to employees which is of customary nature. For and on behalf of the Board ……. Place: New Delhi

A chartered Accountant and a Law Graduate having more than 30 years of experience. Founder of Tri Nagar Keshav Puram CPE Study Circle of NIRC of ICAI. Have organized learning sessions covering the Syllabus for Limited Insolvency Examination in different cities and forums in Northern India.

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Draft Management Representation Letter (MRL) for Tax Audit

Deepak Gupta | Jun 15, 2022 |

Here is a Draft Management Representation Letter (MRL) that should be taken by Chartered Accountant s (CAs) while doing the Tax Audit . Please note that Professional Friends can make changes in this format, as per their requirement.

Firm Name with Address

Date: ___________

Sub: Tax audit of XXX Limited for the year ended 31 March _____ (relevant to the Assessment year 20xx-xx)

This representation letter is provided in connection with your tax audit for the year ended 31 March 20xx for the purpose of expressing an opinion as to whether the Form 3CD (the “Form 3CD”) prescribed under Rule 6G(2) of the Income Tax Rules, 1962 (the “Rules”) pursuant to Section 44AB of the Income Tax Act, 1961 (the “Act”), along with the enclosures thereto give a true and correct view of the facts mentioned therein. Form 3CD is also required to be filed electronically pursuant to the proviso to Rule 12(2) of the Act.

We acknowledge our responsibility for downloading the utility from the designated website, filling the particulars in Form No.3CD in accordance with the books of account and other records of the Company, and electronically forwarding the same, in line with the requirements of the Information Technology Act, 2000 as amended from time to time, to you for verification. We also acknowledge our responsibility for providing you with the scanned copies of the original Tax Accounts, including those which are required to be uploaded on the designated website, namely, https://www.incometax.gov.in/iec/foportal. On completion of the upload on the designated website by you, we will provide you with a complete copy of the aforesaid documents as filed on the designated website.

We confirm, the following representations made to you, to the best of our knowledge and belief:

1 We have made available to you all significant information that we believe is relevant to the subject matter, including the Company’s original accounting records (including computer generated records) as maintained and all other relevant records, including minutes of all Directors’ and Managements’ meetings and details of registration numbers/ other identification numbers for indirect taxes such as goods and service tax, service tax, central sales tax, value added tax, customs duty and entry tax to the extent applicable. We acknowledge our responsibility for the completeness and accuracy of the information supplied to you.

2 There have been no transactions that have not been properly recorded in the underlying accounting records.

3 There have been no irregularities involving any member of the management or any of the employees that could have a material impact on the particulars required to be furnished in the Form No. 3CD.

4 There are no communications from regulatory agencies affecting the subject matter or assertion covered by Form 3CD.

5 The facts and amounts stated and representations made in the Form No. 3CD and the detailed schedules attached thereto (duly authenticated by us) are complete and true and correct in all respects and are as required by law.

6 In providing the same:

• We have relied on judicial pronouncements as indicated against the relevant clauses. Where there is a conflict of judicial opinion, we have referred to the view that has been followed by us.
• We have followed the accounting standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the guidance notes of the Institute of Chartered Accountants of India.

7 We confirm that the Company has no liability to pay indirect taxes being value added tax or any other indirect tax or duty except Goods and Service tax as disclosed in Clause 4 of the Form No. 3CD.

8 The Company is a non-deposit taking Non-Banking Finance Company, engaged primarily in the business of financing, leasing, bill discounting and other financial services. Further, we confirm that there has been no change in the nature of business or profession in the previous year from earlier years.

9 We confirm that no books of account have been prescribed under Section 44 AA of the Income-tax Act, 1961, in relation to the business carried on by the Company.

10 We have made available to you all financial records and related data (including computer generated records) and the address at which the books of account are kept. We confirm that the addresses where the books are maintained as disclosed in Clause 11(b) read with Exhibit-I of form 3CD is correct and complete.

11 The statement of Profit and Loss does not include any profits and gains assessable on presumptive basis u/s 44AD, 44ADA, 44AE, 44AF, 44B, 44BB, 44BBA, 44BBB, Chapter XII-G, First Schedule or any other relevant section, as required under Clause 12 of Form 3CD.

12 The Company has employed mercantile system of accounting during the year and there has been no change in the method of accounting compared to the method employed in the previous year.

13 There is no deviation in the method of accounting employed in the previous year from the accounting standards prescribed under section 145 of the Income-tax Act, 1961.

14 The Company has given the ‘disclosures as per ICDS’ (to the extent applicable) required under Clause 13(f) read with Exhibit II and IIA of the Form 3CD.

15 The Company has correctly followed the accounting standards prescribed under Section 145 of the Income-tax Act, 1961.

16 We confirm that no adjustment required to be made to the profits for complying with the provisions of income computation and disclosure standards notified under section 145(2) other than those disclosed under Clause 13 of the Form No. 3CD read with Enclosure II.

17 We confirm that appropriate disclosures have been made in clause 13 (f) of the Form No. 3CD required as per income computation and disclosure standards.

18 We confirm that the Company does not own/ hold any inventories, hence reporting under Clause 14 of the Form No. 3CD is not applicable to the Company.

19 There are no items of capital assets converted into stock-in-trade during the previous year.

20 There are no items of the following nature which are not credited to the statement of Profit and Loss other than already disclosed:

• items falling under the scope of Section 28 of the Act except as disclosed under clause 16(a);
• proforma credits, drawbacks, refund of duty of customs or excise or refund of sales tax or value added tax where such credits, drawbacks or refunds are admitted as due by the authorities concerned, during the previous year and not been credited to the Statement of Profit and loss;
• escalation claims accepted during the previous year;
• any other item of income; and
• capital receipts.

21 The Company did not transfer any land or building or both during the previous year, therefore clause 17 is not applicable to the Company.

22 In relation to clause 18, we conform that there are no disputes with tax authorities with regard to classification of assets or depreciation rates.

23 We confirm that the date of put to use in respect of assets capitalised during the year is as per the details mentioned in Exhibit-III A.

24 We confirm that deletions of Fixed Assets during the year disclosed under clause 18(d) read with Exhibit- III B are complete and accurate.

25 In relation to the information requirement of clause 18 of the Form 3CD, we confirm that no Input Tax Credit was claimed on capital goods. We further confirm that no adjustment has been made towards change in foreign exchange rates arising at the time of settlement of liability and the same has been included in additions to fixed assets. In addition, we confirm that there is no adjustment in respect of any subsidy or grant or reimbursement, by whatever name called.

26 In accordance with clause 19, we confirm that Statement of Profit and Loss does not include any amount admissible under sections 32AC, 32AD, 33AB, 33ABA, 35(1)(i), 35(1)(ii), 35(1)(iia), 35(1)(iii), 35(1)(iv), 35(2AA), 35(2AB), 35ABB, 35AC, 35AD, 35CCA, 35CCB, 35CCC, 35CCD, 35D, 35DD, 35DDA and 35E.

27 We confirm that the Company has not paid any sum to an employee as bonus or commission for services rendered, where such sum was otherwise payable to him as profits or dividend.

28 We confirm that there is no other fund that requires disclosure except to the extent disclosed under Clause 20(b) of the Form No 3CD read with Exhibit-IV.

29 There was no capital expenditure debited to the statement of Profit and Loss except to the extent disclosed under clause 21(a) of the Form 3CD.

30 There were no personal expenses debited to the Statement of Profit and Loss other than those payable under contractual obligations or in accordance with generally accepted business practice.

31 We confirmed that there is no expenditure incurred on advertisement in any souvenir, brochure, tract, pamphlet or the like, published by any political party has been incurred.

32 The Company had not made any payments to clubs towards entrance fees and subscriptions, cost for club services and facilities used other than those disclosed under clause 21(a) of the Form 3CD

33 The Company had not incurred any expenditure by way of penalty or fine for violation of any law.

34 The Company had not incurred any expenditure by way of any other penalty or fine, or for any purpose which is an offence or which is prohibited by law.

35 With regard to Clause 21(b), Clause 34(a) and Clause 34(c) we confirm that considering the voluminous nature of transactions undertaken by the Company, it is not practicable for the management to prepare complete reconciliation of expenses/payments (accounted in the books of accounts) with the expenses/ payments actually subjected to and not subjected to TDS.

36 We confirm that systems are in place for the deduction of TDS as required by section 40(a) and there is no amount inadmissible as on 31 March 20xx.

37 Further we confirm that the Company has complied with all the provisions of Chapter XVII B of the Act and deduction of tax at source has been made at the applicable rates under the relevant provisions of the Act. There have been no case of Tax deductible where tax has not been deducted at all, or shortfalls on account of lesser deduction than required to be deducted or tax deducted late, or tax deducted but not paid to the credit of the Central Government in accordance with the provisions of Chapter XVII-B of the Act. Further, we confirm that detail given in Exhibit XI of Form 3CD is correct.

38 With regard to clauses 34(b) of annexed Form 3CD, the statement of tax deducted or collected contains information about all transactions which are required to be reported.

Further, we confirm that all returns of tax deducted at source have been furnished to the authorities within the prescribed time as required per the provisions of Chapter XVII-B.

39 In accordance with clause 34 (c), we confirm that the Company is not liable to pay any interest under section 201(1A) or section 206C(7) as at 31 March 2018 other than those disclosed under the clause.

40 There are no amounts debited to profit and loss account being, interest, salary, bonus, commission or remuneration inadmissible under section 40(b)/40(ba), hence, this clause is not applicable to the Company.

41 We confirm that it is not the practice of the Company to retain the copies of the cheques or to obtain copies of cheques from banks. Further, we confirm that there are no expenses covered under section 40A(3) and payments referred to in section 40A(3A) read with rule 6DD in respect of which payment were made by modes other than account payee cheque/ drafts or online transfer to the bank account of the payee.

42 The provision for payment of gratuity has been correctly disclosed under Clause 21(e) of Form 3CD.

43 The Company has paid no sums, which are disallowed under section 40A (9).

44 We confirm that the Company has no liability of contingent nature which is required to be disclosed under Clause 21(g) of Form No. 3CD.

45 The deductions under Section 14A in respect of expenditure incurred in relation to income which does not form part of the total income as disclosed under clause 21(h) is correct and accurate.

46 The Company does not have any amount of interest paid that is inadmissible under proviso to Section 36(l)(iii) of the Act.

47 There are no amounts of interest inadmissible under Section 23 of the Micro Small and Medium Enterprises Development Act, 2006.

48 There are no parties covered under section 40A(2)(b) other than those disclosed under clause 23 read with Exhibit-V & VI of Form 3CD and no payments have been to the persons specified under section 40A(2)(b) except as disclosed under the said clause.

49 There are no amounts deemed to be profits and gains under section 32AC or 32AD or 33AB or 33ABA or 33AC of the Act.

50 There is no amount of profit chargeable to tax under section 41 of the Act for the purpose of clause 25 of Form 3CD.

51 With respect to requirements of clause 26(A), we confirm that the liabilities that pre-existed on the first day of the previous year but were not allowed in the assessment of any preceding year have been disclosed under Exhibit VII. Except as disclosed in Exhibit VII, liabilities that pre-existed on the first day of the previous year have been claimed by the Company in the Return of Income furnished to the tax authorities under section 139(1) in respect of Assessment Year 2018-20xx. However, the assessment is yet to be completed. Pending completion of the above assessment, the amounts claimed have been deemed to be allowed as deductions and therefore, no details have been given under this clause.

52 With respect to requirements of clause 26(B), we confirm that the liabilities that were paid on or before the due date for furnishing the return of income of the previous year under Section 139 (1) and were not paid on or before the aforesaid date have been disclosed under Exhibit VIII. We further confirm that all amounts incurred during previous year but remaining outstanding as on the last day of the previous year have been considered.

53 We confirm the following with respect to clause 26(B) of the Form 3CD read with Exhibit VIII-

• Bonus- Bonus and ex gratia payments in excess of prescribed limit under Payment of Bonus Act, 1965 were made for purpose of business expediency and were, therefore, allowable under section 37 (i.e. on payable basis and not on payment basis) (Delhi HC in case of Shri Ram Pistons and Rings Ltd. (307 ITR 363) and Autopins (India) Ltd. (192 ITR 161)). Hence we have disclosed only the statutory bonus.

54 The Company has not availed of or utilized during the previous year, Goods and Service Tax (GST) credits other than those disclosed under Clause 27(a) read with Exhibit IX of Form 3CD, along with the treatment in the statement of Profit and Loss and treatment of outstanding Central Value Added Tax/ GST credits in the accounts.

55 There is no income or expenditure of prior period credited or debited to the statement of Profit and Loss.

56 Section 56(2)(viia) of the Act was applicable till 1 April 2017, hence clause 28 is not applicable.

57 We confirm that the Company has not received any consideration for issue of shares which exceeds the fair market value of the shares as referred to in section 56(2)(viib) of the Act. Further we confirm that the fair market value of the equity shares issued through rights issue were determined by merchant banker on the basis of “Comparable Companies Method” which is higher than the book value approach (selected as preferable method as given under Rule 11UA of the Rules).

58 There are no amount is included as income chargeable under the head ‘income from other sources’ as referred to in clause (ix) and (x) of sub-section (2) of section 56.

59 The Company has neither any amount were borrowed on hundi, nor were any amount due thereon (including interest on the amount borrowed) repaid during the previous year.

60 We confirm that the Company has not entered into any specified transactions which would require any adjustment to transfer price under section 92CE(1).

61 The Company has not incurred expenditure during the previous year in respect of which requirement of sub-section (1) of section 94B would be applicable.

62 We confirm that with regard to clause 31(a), 31(b) and 31(c) of the annexed Form No. 3CD, there are no receipt or repayment of loans or deposits or specified sum for an amount exceeding the limit specified under section 269SS or 269T were taken or accepted or repaid during the previous year by a cheque or bank draft, whether or not being an account payee cheque or an account payee bank draft.

63 We further confirm that the management has placed reliance on decision of Supreme Court in Sahara India Real Estate Corpn. Ltd. v. SEBI [2012] 25 taxmann.com 18 , wherein it has been held that the debentures (optionally fully convertible debentures) are securities. Hence the management believes that NCDs are out of purview of Section 269SS and 269T and accordingly, NCDs have not been disclosed in clause 31(a) and 31(c) of the Form 3CD.

64 The company retains amount equivalent to 1 or 2 EMIs from the disbursal amount at the time of disbursal from the loan. The company has taken a stand that the amount retained by the company in the ordinary course of business and it is not in the nature of loan/ deposit. (Refer clause vii of para 49.8 on page 179 of Guidance Note on Tax Audit issued by the Institute of Chartered Accountant of India). Hence the same has not been disclosed under clause 31(a) and 31 (c) of the Form 3CD.

65 With regard to clause 31(ba) and 31(bc) of the annexed Form No. 3CD, the Company has not received / paid any amount in excess of limit specified in section 269ST, in aggregate from / to a person in a day or in respect of a single transaction or in respect of transactions relating to one event or occasion from a person, during the previous year, where such receipt / repayment is otherwise than by a cheque or bank draft or use of electronic clearing system through a bank account.

66 With regard to clause 31(bb) and 31(bd) of the annexed Form No. 3CD, there were no receipts or payments which were accepted or paid in aggregate from / to a person in a day or in respect of a single transaction or in respect of transactions relating to one event or occasion from a person otherwise than by an account payee cheque or account payee bank draft or use of electronic clearing system through a bank account.

Further, the Company being a NBFC has entered into arrangements with various banks, collection agents and business correspondents etc. for the purpose of EMI collection from customers, who face technical difficulty or operational issues or financial difficulty in remitting funds/ EMI payments through regular banking channels. Entire collection including cash collections by banks under CMS arrangements, by business correspondents or by collection agents from customers is directly deposited in collection bank accounts.In view of the above and considering voluminous nature of transaction, it is not practical possible to present such information.

67 There is no brought forward losses or depreciation allowance.

68 The Company is not deemed to be carrying on a speculation business as referred in explanation to section 73 and the assesse has not incurred any speculation loss under section 73 and section 73A of the Income-tax Act, 1961.

69 We confirm that there are no other deductions which are admissible under Chapter VIA or Chapter III (Section 10A, section 10AA) except as disclosed under clause 33 of Form 3CD read with Exhibit X.

70 We confirm that the provisions of Chapter XVII-BB are not applicable to the Company.

71 The Company is not a trading/ manufacturing company, hence clause 35 is not applicable.

72 The dividend paid u/s 115 – O of the Income Tax Act, 1961 during the previous year is correctly disclosed in Clause 36 of Form 3CD.

73 The Company has not received any amount in nature of dividend as referred to in sub-clause(e) of clause (22) of section 2 during the previous year.

74 No cost audit was required to be carried out under section 148 of the Companies Act 2013 during the previous year.

75 No audit has been conducted during the previous year under the relevant provisions of the Central Excise Act, 1944.

76 No audit has been conducted of the Company’s records during the year under Section 72A of the Finance Act, 1994.

77 The particulars of accounting ratios and their calculations in respect of the activities of the Company are correctly disclosed in Exhibit XIV.

Further, the Company has adopted IND-AS for preparation of its financial statements for the first time for the year ended 31 March 20xx. Accordingly, the preceding previous year figures represent the comparative restated figures as per IND-AS financial statements for the year ended 31 March 20xx.

78 There are no demand raised or refund issued during the previous year under any tax laws other than Income Tax Act, 1961 and Wealth tax Act, 1957.

79 The Company is not required to furnish statement in Form No. 61 or Form No. 61A or Form No. 61 B during the previous year other than those disclosed in clause 42 read with Exhibit XV of the Form 3CD.

80 We confirm that the Company is not liable to furnish a report under section 286(2) of the Act.

81 The return of income for the preceding previous year has been filed with the tax authorities on or before the due date.

82 All events subsequent to the 31 March 20xx, as applicable have been fully considered while furnishing information in relation to the Form 3CD and no circumstances or events have come to our attention up to the time of signing this letter which require adjustment of or disclosures in the Form 3CD.

We acknowledge that we are responsible for the compilation of information in Form No. 3CD. We shall not hold you liable, in case we are unable to claim a deduction / exemption or if we incur any tax liability on account of any errors / omissions / mistakes or any position taken by you in the Form No. 3CD, or if anything contained in or omitted from the Tax audit report has any unfavorable impact upon any tax proceedings.

Further, we undertake to indemnify and keep you indemnified, in case you suffer or are called upon to suffer, any loss, damage or claim, of any kind or nature whatsoever, arising from your signing the Tax Audit Report, except where, and to the extent that such loss, damage or claim is occasioned by, and is attributable solely to, your gross and wilful neglect and negligence.

Yours faithfully, For and on behalf of XXX Limited

Authorized Signatory

Place: New Delhi Date: xx xx 20xx

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