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Statutory Audit · Panaji, Goa

Statutory Audit — Companies Act

Independent audit of company financial statements under Sections 139–143 of the Companies Act, 2013 — conducted under ICAI Standards on Auditing, with the CARO 2020 report and a signed Section 143 opinion. Mandatory for every company, regardless of turnover.

Overview

An opinion the shareholders rely on.

The statutory audit is the cornerstone of financial accountability for every company registered in India. Unlike a tax audit, which verifies tax compliance, or an internal audit, which evaluates controls, the statutory audit is an independent examination of a company's annual financial statements — balance sheet, profit and loss account, cash flow statement and notes — to express an opinion on whether they give a true and fair view. That opinion, expressed in the Statutory Auditor's Report under Section 143, is addressed to the shareholders and carries significant legal weight: it is the basis on which shareholders, lenders and regulators rely on the company's financial information.

N D Savla & Associates conducts statutory audits for private limited companies, public limited companies and OPCs across Goa — from appointment under Section 139 through to the signed report: planning and risk assessment, internal control evaluation, substantive testing, verification of compliance with the Companies Act and applicable accounting standards (Ind AS or AS), the Management Representation Letter, and the CARO 2020 report where applicable. We are familiar with the accounting nuances of Goa's key industries — hotel and hospitality, real estate project accounting, pharmaceutical exports, mining royalties and casino operations.

For the tax audit under Section 44AB — a separate and concurrent annual requirement above the turnover threshold — see our Income Tax Audit guide. For the broader overview, see our Audit & Assurance Services hub.

Who must comply

No threshold. Every company.

Section 139 makes it mandatory for every company — regardless of size, turnover or nature of business — to appoint a Statutory Auditor. There is no turnover threshold, no profit threshold and no activity threshold.

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Private limited companies

The most common structure in Goa — hotels, restaurants, resorts, retail, IT companies, developers and contractors — all audited every year regardless of turnover.

Public limited companies

Subject to the same requirement, with additional compliance obligations for listed companies.

One Person Companies

Single-member companies must also have their accounts audited every year.

Section 8 companies

Non-profit companies registered under Section 8 must also have a statutory audit.

Dormant companies

Even a company with zero activity, marked dormant under Section 455, must comply unless specifically exempted by the Registrar of Companies.

Note: LLPs are not governed by the Companies Act and do not require a statutory audit under it. LLP audits are governed by Section 34 of the LLP Act, 2008 and are required only above specified thresholds — see our Audit under the LLP Act guide.

The auditor

Appointment, qualification and rotation.

QUALIFICATION

Who can be a Statutory Auditor

Under Section 141, only a practising Chartered Accountant, or a firm of CAs, holding an ICAI Certificate of Practice can be appointed. The auditor must be independent — a CA who is a director, promoter, employee, relative in specified ways, or who holds a material financial relationship with the company cannot be appointed. ICAI's Code of Ethics gives the detailed guidance.

APPOINTMENT

ADT-1 and the AGM

The first Statutory Auditor is appointed by the Board within 30 days of incorporation, or by shareholders at a General Meeting within 90 days if the Board fails to do so. At every AGM the shareholders ratify the continuing auditor or appoint a new one. Form ADT-1 must be filed on the MCA portal at mca.gov.in within 15 days of appointment.

ROTATION

When the auditor must change

Listed companies, unlisted public companies with paid-up capital of Rs. 10 crore or more, and other specified large companies must rotate individual auditors every 5 years and audit firms every 10 years. Private limited companies below the thresholds have no mandatory rotation. On resignation, the outgoing auditor files Form ADT-3 and ADT-1 is filed for the new appointment.

Our process

Conducted under the Standards on Auditing.

01

Acceptance and planning

Independence checks, engagement letter, understanding the business, risk assessment and a documented audit plan.

02

Internal control evaluation

Design and operating effectiveness of key controls, IT general controls, walk-through testing and a management letter.

03

Substantive testing

Analytical procedures, vouching, physical verification, third-party confirmations and year-end cut-off checks.

04

Completion and reporting

Subsequent events, going concern assessment, Management Representation Letter, and the signed audit report.

1 · Engagement acceptance and planning

Acceptance in compliance with ICAI independence and ethics requirements, with a signed engagement letter. We obtain a thorough understanding of the business — industry, major revenue streams, key risks, control environment and accounting policies — then identify areas of significant risk (revenue recognition in a construction company, inventory valuation in a hotel, related party transactions in a family business) and design procedures to address them, documenting the approach, team, timeline and focus areas.

2 · Internal control evaluation

Assessment of the design and operating effectiveness of key controls — purchase approval, sales invoicing, cash management, payroll, bank reconciliation — and of IT general and application controls where accounting is automated. Walk-through testing traces selected transactions from initiation through the system to the financial statement. Significant weaknesses are communicated in a management letter with recommendations.

3 · Substantive testing

Analytical comparison of current figures against prior years, budgets and industry benchmarks; vouching of selected revenue and expense transactions against invoices, contracts, payment records and approvals; physical count of inventories, inspection of major fixed assets and confirmation of cash; independent third-party confirmations of bank, receivable and payable balances; and verification of year-end accruals, prepayments, provisions and cut-off completeness.

4 · Completion and reporting

Review of significant events after the balance sheet date up to the report date; going concern evaluation over the next 12 months; a Management Representation Letter formally confirming information provided; and a draft report shared with management for response before the final report is signed and issued.

CARO 2020

The twelve matters we must report on.

CARO 2020 requires a separate section in the audit report beyond the main opinion. It applies to all companies except private limited companies meeting all of: paid-up capital and reserves of Rs. 1 crore or less; borrowings from banks and financial institutions of Rs. 1 crore or less; turnover of Rs. 10 crore or less. Most active Goa companies exceed at least one threshold.

CARO 2020 matterWhat must be reportedGoa relevance
Fixed assets — Clause 3(i)Whether proper records are maintained; physical verification done; discrepancies found; title deeds heldHotels, real estate, mining
Inventories — Clause 3(ii)Physical verification during the year; discrepancies between physical and book recordsHotels, retail, pharma
Loans and advances — Clause 3(iii)Loans, advances and guarantees to subsidiaries, JVs and associates; terms, interest, overdue amountsHotel groups with subsidiaries
Deposits — Clause 3(v)Whether deposits have been accepted; compliance with RBI directives; pending CLB/NCLT ordersReal estate advance collections
Cost records — Clause 3(vi)Whether the cost records prescribed by the Central Government are maintainedPharma and manufacturing
Statutory dues — Clause 3(vii)GST, PF, ESI, income tax, customs and TDS — regularly deposited; disputed arrearsAll companies
Fraud — Clause 3(xi)Any fraud noticed or reported during the year; nature of fraud; amounts involvedCritical for all sectors
Nidhi company — Clause 3(xii)Required only where the entity is a Nidhi companyRarely applicable in Goa
Related party transactions — Clause 3(xiii)Whether transactions are at arm's length; Section 177 and 188 complianceHotel groups, family businesses
Internal audit — Clause 3(xiv)Whether the internal audit system is commensurate with size and businessAll larger companies
Cash losses — Clause 3(xv)Whether cash losses have been incurred, in the current and preceding yearPandemic-impacted hotels

The opinion

What the auditor can issue.

  • Unmodified (clean) opinion: the financial statements give a true and fair view in all material respects. This is what management aims for and what lenders and investors expect.
  • Qualified opinion: except for a specific matter described in the Basis for Qualified Opinion paragraph, the statements give a true and fair view. Issued where a misstatement or scope limitation is material but not pervasive.
  • Adverse opinion: the statements do not give a true and fair view, due to a pervasive material misstatement. Rare but serious.
  • Disclaimer of opinion: the auditor is unable to form an opinion because of a pervasive limitation in audit scope — typically where sufficient evidence cannot be obtained.
  • Emphasis of Matter paragraph: draws attention to a matter disclosed in the notes that is of fundamental importance — significant litigation, a going concern doubt — without affecting the opinion itself.
Note: An unmodified (clean) audit opinion does not mean the company is financially healthy or fraud-free. It means the auditor found no material misstatement based on the evidence examined. Audit procedures provide reasonable assurance, not absolute assurance, of detecting all misstatements.

Sector focus

Statutory audit of Goa-specific industries.

HOSPITALITY

Hotels and resorts

Room revenue verified through occupancy statistics cross-referenced with check-in and check-out records; F&B revenue reconciled across outlets; advance booking liability computed and carried over; GST at applicable tariff slabs; excise compliance for bar operations; foreign exchange receipt reporting for overseas guests; and related party review for multi-entity hotel chains. CARO 2020's requirement on title to land and buildings is particularly significant for hotels that own their properties, as Goa's land records are complex and title disputes are not uncommon.

REAL ESTATE

Real estate developers

Project cost accounting, percentage completion computation, RERA Act 2016 compliance including separate project bank accounts and mandatory deposits, GST on under-construction property at 5% and 1% after recent amendments, and advance collection accounting. Ind AS 115 has transformed real estate revenue recognition and many Goa developers have needed to restate their policies — our audit covers the Ind AS 115 implementation and the reconciliation between RERA-reported progress and accounting-reported revenue.

Frequently asked questions

Statutory audit, answered.

Is statutory audit mandatory for a newly incorporated Pvt Ltd with no transactions?

Yes. Even a company incorporated in the last month of the financial year with no transactions must appoint a Statutory Auditor and get a statutory audit done for that year. The report for a nil or dormant company is straightforward, but it is still legally required.

What is the due date for filing audited accounts with the MCA?

Audited financial statements, attached to the Board's Report and Directors' Report, must be adopted at the AGM, which must be held within 6 months of the financial year end — 30 September for a 31 March year-end. After the AGM, the financial statements in Form AOC-4 and the annual return in Form MGT-7/7A must be filed on the MCA portal within 30 days.

Can the same CA who does our accounting also do our statutory audit?

No. The Statutory Auditor must be independent. If the same CA firm or individual prepares the company's books, they cannot simultaneously serve as Statutory Auditor for those accounts — that creates a self-review threat under ICAI's Code of Ethics. A different CA firm should be appointed.

What happens if we miss the statutory audit deadline?

The Companies Act does not prescribe a specific deadline for completing the audit itself — the AGM deadline is the practical driver. If the financial statements are not ready for the AGM within 6 months of year end, the company may need an ROC extension for holding the AGM. Late filing of AOC-4 after the AGM attracts additional fees of Rs. 100 per day, and persistent non-compliance can lead to ROC inquiry, striking off of the company and disqualification of directors.

Does CARO 2020 apply to our private limited company?

CARO 2020 applies to all companies except private limited companies meeting all three conditions: paid-up capital and reserves of Rs. 1 crore or less, borrowings from banks and financial institutions of Rs. 1 crore or less, and turnover of Rs. 10 crore or less. Most active companies exceed at least one of these, which makes CARO applicable.

How often must a company change its statutory auditor?

Listed companies, unlisted public companies with paid-up capital of Rs. 10 crore or more, and other specified large companies must rotate individual auditors every 5 years and audit firms every 10 years. Private limited companies below the thresholds have no mandatory rotation, though a cooling-off period applies after the maximum permitted consecutive terms.

Need a statutory auditor? Let's talk.

Statutory audit under the Companies Act 2013 for hotels, real estate, pharma and all Goa businesses. Book a free consultation with a qualified Chartered Accountant.

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OfficeShanta Building, 301, 18th June Road, Opposite Broadway Book Center, St. Inez, Panaji, Goa – 403001
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