cost audit mfa

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Basics of Cost

Audit

STUDY NOTE - 1

This Study Note includes:

Nature and Scope of Cost Audit

Provisions under Companies Act relating to

maintenance of Cost Records and Cost Audit

Cost Auditor - Appointment, Rights and

Responsibilities

Planning and structuring the Cost Audit


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Basics of Cost Audit

1.1 Nature and Scope of Cost Audit

1.1.1 Origin of Cost Audit

1.1.1.1 Methods and techniques of cost accounting and audit of cost accounts in India can be traced back

to the year 1925, when large number of firms were given contracts by the Government of India on

cost plus basis and the Government started verifying and investigating the cost structure of such

firms.

1.1.1.2 Need for large scale industrialization immediately after the independence required lot of

concessions and facilities to the entrepreneurs to establish industrial undertakings for production

of common mans goods and essential services. Power, electricity and other inputs were provided

at concessional rates. Liberal finances were provided by the banks and other financial institutions.

Land was made available with all infrastructures. Transport facilities were also provided. However,

there were only very few industrial groups and it was a suppliers market in almost all the areas.

There were many bureaucratic hurdles in opening of new industries along with need for licensesand permits. Imports were mostly prohibitive due to scarce foreign exchange and very high rate

of custom duties on imports. Therefore, consumers had very few choices and there were often

complaints of excessive pricing, which encouraged smuggling and other malpractices like under-

invoicing of imports to save custom duties or over-invoicing of exports to get higher export benefits.

The high prices were often justified on the basis of higher indigenous cost of production. Thus the

government felt the need for price controls.

1.1.1.3 The investigations of Dalmia-Jain group of companies further brought out the need for moreeffective audit. Thus cost audit gained recognition, both as an effective tool of cost-control in thehands of management to control costs and produce at competitive rates and also as a monitoringmechanism on behalf of other stakeholders including the consumer and the government. Cost Audit

as a tool in the hands of Management enabled them to identify the inefficiencies. It acts as a reviewof the activities of the various cost centers of the company and points out the avoidable wastagesand losses. The expertise and experience of the Cost Auditor helps them in knowing the exact areashaving the scope for cost control and cost reduction through inter-firm comparison with standardindustrial norms or peers in the industry. Government in turn ensured that the consumers are able

to obtain their requirements at a fair price and do not pay for the inefficiency of manufacturers.

1.1.1.4 Consequently, the Companies Act, 1956 was amended in the year 1965 to incorporate the provisions

relating to the maintenance of Cost Accounting Records and Cost Audit. These amendments were

made on the basis of recommendations from the Vivian Bose Commission, Dutta Commission and

the Shastry Committee.

1.1.2 Introduction to Cost Audit1.1.2.1 Cost audit is the audit of cost records. According to Chartered Institute of Management Accountants,

London (CIMA), cost audit is the verification of the correctness of cost accounts and of the

adherence to the cost accounting plan. In other words, cost audit is the verification of the cost of

production of any product, service or activity on the basis of accounts maintained by an enterprise

in accordance with the accepted principles of cost accounting. This definition of Cost Audit is

relevant to the voluntary Cost Audit without any statutory backing.


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Cost Audit & Operational Audit

1.1.2.2 The Institute of Cost and Works Accountants of India on the other hand, defines cost audit as a

system of audit introduced by the Government of India for the review, examination and appraisal

of the cost accounting records and attendant information, required to be maintained by specified

industries. Thus the concept and scope of cost audit as defined in India is more specific and lays

emphasis on the evaluation of the efficiency of operations and the propriety of management actionsas introduced by the Government of India for specified industries. In this sense, cost audit in India

appears to be synonymous with efficiency audit mainly as a guide for management policy and

decision making besides being a barometer of actual performance.

1.1.2.3 The justification for mandatory Cost Accounting and Cost Audit provisions has been very well

explained in the Parliamentary Debate that led to the adoption of Companies Amendment Bill,

1965 incorporating the provisions related to Sections 209 (1) (d) and 233B. Smt. Tara Ramchandra

Sathe (MP for Maharashtra) stated during the relevant Rajya Sabha Debate as under:

What is Cost Audit? The Cost Audit is quite different from the Financial Audit. It is to see whether the labour

is efficient or not, whether the industry has provided efficient labour or the labour which is required by that

industry is less than what is required, whether every material and every part of the machinery is used to theoptimum, whether any material is wasted, etc.

As we all know, we are short of material, there is so much material which is imported, when we are short of

foreign exchange. In these circumstances, it is very essential that there should be cost audit. In fact, it should

be introduced in almost all the industries, but the Government is trying this in certain cases only. So by this

we will know whether there is a proper utilization of the material or not. It is very essential, no doubt, and in

factories and industries, everywhere, this cost audit should be emphasized. (Proceedings of Rajya Sabha, 14th

September, 1965: Columns 3944 and 3945).

1.1.2.4 Thus Cost Audit in India refers to the statutory Cost Audit of the selected companies covered

under the relevant provisions of the Companies Act, 1956. These requirements are mandatory and

non-compliance may invite penal provisions also.

1.1.3 Relevance of Cost Audit

1.1.3.1 In the initial years, Cost Audit was taken merely as a tool for price control mechanism for

consumer and infrastructure industries in India. The main objective of Cost Audit when statutorily

introduced under the provisions of Companies Act, 1956 was to meet the Government requirements

for regulating the price mechanism in core industries like Cement, Sugar, Textiles and consumer

industries like Vanaspati, Formulations and Automobiles. The objective was to provide an authentic

data to the Government to regulate the demand and supply in the country through a price control

mechanism.

1.1.3.2 The liberalization of the economy and consequential globalization has further enhanced the need

for authentic data. Therefore, the Cost Audit Report Rules have been amended from time to time to

ensure that the comprehensive authentic information is available in the format required. The basic

structure of the cost audit was laid down by the Cost Audit (Report) Rules, 1968 as prescribed under

the relevant provisions of Companies Act, 1956. They were superceded by the Cost Audit (Report)

Rules 1996, which were notified vide GSR 511(E) dated 5.1.1996. These Cost Audit (Report) Rules

1996 were also subsequently superceded by the Cost Audit Report Rules 2001, which were notified

vide GSR 294(E) dated 27.12.2001.


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1.1.3.3 The necessity for and utility of properly documented information is more keenly felt now than ever

before. In most parts of the world, free competition co-exists with appropriate rules and regulations

to ensure free trade and absence of unfair practices. Therefore, in the present competitive scenario of

globalization, the Cost Audit Reports have assumed greater importance and significance being the

important source of reliable and authentic feedback to the government and its various departmentsand agencies. It may be clarified here that the Cost Audit Reports do not only contain merely the

cost details, but are full of information related to all aspects of business organization which, if

harnessed properly can provide a comprehensive analysis about the company, the industry and the

economy as a whole. The Cost Audit Report serves as an effective tool of information in the hands

of directors on the Board ensuring good corporate governance.

1.1.3.4 In an environment of increasing foreign trade under WTO regime, dumping of products at very

low prices have become a serious issue in the international trade. This dumping of products, often

well below the cost price, if not properly countered may harm the indigenous industry. The cost

records and the cost audit report play a very critical role in defense of local industry to substantiate

their fair approach against any allegation of dumping. Similarly, when dumping allegations are

levied against the exports by the Indian companies to any foreign company, the Cost Audit Reports

can provide the valuable feedback to protect the interest of Indian companies.

1.1.3.5 The practice of selling below cost to ward off competition attracts the penal provisions of the

Competition Law. This necessitates the availability of authentic cost details of the products

marketed by industry and business houses to determine normative pricing or fair pricing. In fact,

Competition Law to be effective against any anti-competition activity presupposes the availability

of reliable and authentic cost data.

1.1.3.6 The transfer pricing issue has gained considerable momentum in international scenario. Cost

Audit Report Rules 2001 include the provisions to take care of this aspect in right perspective. The

fundamentals of transfer pricing are based on arms length throughout the world. The cost details

form the very basis of determining arms length transfer pricing policy of any country. An auditedcost records and the resultant Cost Audit Report becomes a majorsource of information, which

can be effectively used by both Indirect and Direct Tax Authorities. The Central Excise Authorities

also use Cost Audit Reports for verifying claim of the companies relating to ex-factory prices of the

excisable goods especially in the case of inter-unit transfers.

1.1.3.7 The Tariff Commission relies on authenticity of the cost audit reports and makes use of these

reports extensively in fixation of tariffs for the products covered under Cost Accounting Records

Rules. The Cost Audit Reports are also made use of by the respective administrative Ministries of

Government of India for fixation of administrative prices and working out subsidy, etc. Fertilizer

Industry Coordination Committee (FICC) under the Department of Fertilizers and the Directorate

of Sugar under Ministry of Food use Cost Audit Reports extensively in taking decision with

respect to the Industries under their purview. The Cost Audit Reports relating to Bulk Drugs and

Formulations are used by the National Pharmaceutical Pricing Authority for fixation of prices of

various drugs and formulations covered under the Drug Price Control Order, 1995.

1.1.3.8 The Cost Audit Reports have great potential in government procurements especially in case of

non-competitive procurements. There are no effective anti-trust laws in India. This always leaves

a scope for the traders/suppliers to charge exorbitant prices from the government supplies. For


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example, Clayton Act in USA clearly provides that any discrimination in price, services or facilities

shall be unlawful in USA. It also prohibits the discrimination in rebates, discounts or underselling

in particular localities. This Act further provides that any differential in prices etc., shall have

to be justified on the grounds of differences in the cost of manufacture, sale or delivery resulting

from the differing methods or quantities in which such commodities are sold or delivered and theburden of rebutting the prima-facie case shall be upon the person charged with a violation of this

act. The Clayton Act also provides that it shall be unlawful for any person to induce or receive a

discrimination in price, which is prohibited under the act. In other words, each seller of product or

service can charge a uniform price only in the USA. However, this is not the case in India, where

each purchaser may be charged a differential price by the supplier or the trader. A significant

portion of the government budget is spent every year on procurements, where reasonability of

purchase price is always an issue. Therefore, Cost Audit Reports can always fill the vacuum in

government procurements ensuring reasonability of prices. Similarly in USA, an Incurred Cost

statement is made with respect to major projects funded out of Government budgets. This incurred

cost is nothing but Cost Audit Report.

1.1.3.9 In addition to above, Government has been giving various incentives for exports by the Indian

Industries. These incentives are mainly to refund the taxes paid in the country to provide level

playing field to the Indian Industry. Similarly many of the exporters import duty - free material

for exports after further processing, where actual productivity is a major issue. Cost Audit Reports

provide not only the actual amount of various taxes paid by any unit but also provide the actual

productivity and wastage. Thus Cost Audit Reports can benefit the Indian Industry to get at par

with global competitors.

1.1.4 Features of Cost Audit

1.1.4.1 The cost audit of the companies under the relevant provisions of the Companies Act, 1956 has the

following features:

(i) Assessing compliance of the relevant cost accounting records rules as applicable to the product

under review;

(ii) Study of the costing system to assess whether it is adequate for the cost ascertainment of the

product under review;

(iii) Evaluation of the operating and other efficiencies of the organization under audit with special

reference to the product under review; to ensure the submission of necessary details required

under the Cost Audit Report Rules, 2001 as amended from time to time.

(iv) Submission of Cost Audit Report in the format prescribed.

1.1.4.2 Since cost audit is carried out under the various provisions of the Companies Act, 1956, a thoroughand comprehensive knowledge of the Indian Companies Act including various rules prescribed

thereunder and the circulars issued by the Ministry of Corporate Affairs is essential for conducting

an effective Cost Audit.


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1.1.5 Objectives of Cost Audit

1.1.5.1 Cost Audit has both general and social objectives. Thegeneral objectives can be described to include

the following :

Verification of cost accounts with a view to ascertaining that these have been properly

maintained and compiled according to the cost accounting system followed by the

enterprise.

Ensuring that the prescribed procedures of cost accounting records rules are duly adhered

to.

Detection of errors and fraud.

Verification of the cost of each cost unit and cost center to ensure that these have been

properly ascertained.

Determination of inventory valuation.

Facilitating the fixation of prices of goods and services.

Periodical reconciliation between cost accounts and financial accounts.

Ensuring optimum utilization of human, physical and financial resources of the enterprise.

Detection and correction of abnormal loss of material and time.

Inculcation of cost consciousness.

Advising management, on the basis of inter-firm comparison of cost records, as regards the

areas where performance calls for improvement.

Promoting corporate governance through various operational disclosures to the directors.

1.1.5.2 Among the social objectives of cost audit, the following deserve special mention :

Facilitation in fixation of reasonable prices of goods and services produced by the

enterprise.

Improvement in productivity of human, physical and financial resources of the enterprise.

Channelising of the enterprise resources to most optimum, productive and profitable areas.

Availability of audited cost data as regards contracts containing escalation clauses.

Facilitation in settlement of bills in the case of cost-plus contracts entered into by the

Government.

Pinpointing areas of inefficiency and mismanagement, if any for the benefit of shareholders,consumers, etc., such that necessary corrective action could be taken in time.

1.1.6 Scope of Cost Audit

1.1.6.1 Section 227(2) of the Companies Act, 1956, requires the auditor of a company to state whether the

accounts in his opinion give a true and fair view of the state of the companys affairs in the case

of the balance sheet and of the profit or loss for its financial year in the case of the profit and loss


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account. Therefore, statutory financial audit of a company conducted by the Chartered Accountant

is an essential annual feature of all the companies registered under the provisions of Companies

Act, 1956. The Board of Directors of every company has a statutory obligation to place its audited

annual accounts viz. Profit and Loss Account and Balance Sheet before the shareholders in the

Annual General Meeting, duly certified by a Chartered Accountant appointed as an Auditor underthe provisions of Section 224 of the Act. However, there is no corresponding statutory provision

for compulsory annual audit of cost accounts of a company covered under Section 209(1)(d) of the

Companies Act or under relevant Cost Accounting Records Rules.

1.1.6.2 One of the pre-requisites of cost audit is the maintenance of cost accounting records by the

company. Section 209(1)(d) makes it obligatory for a company pertaining to any class of companies

engaged in production, processing, manufacturing or mining to maintain such particulars relating

to utilization of material or labour or to other items of cost as may be prescribed, if such class

of companies is required by the Central Government to include such particulars in the books of

accounts. The rules provide that only those companies, which are covered under Section 209(1)(d)

of the Companies Act and a specific Cost Audit Order has been issued with reference to a specified

product by the Cost Audit Branch of Ministry of Corporate Affairs are required to get their cost

accounts audited with respect to that specific product. Moreover, Cost Audit Report is not placed

before the shareholders during the Annual General Meeting.

1.1.6.3 The Central Government prescribes the separate cost accounting records for each class of companies

i.e. companies manufacturing a particular class of product or activity like Cement, Steel, Chemicals

and Electricity etc. and these are called the Cost Accounting Records Rules for that specific industry

or class of companies. When cost accounting records/formats are prescribed, they apply to those

companies engaged in the manufacture of a particular product or activity. In the case of companies

engaged in production or processing of other products or activities also in addition to production,

processing or manufacture of the specified product, the records will have to be maintained only

for the manufacture of particular product for which rules are issued and not necessary for otherproducts. A company manufacturing bulk drugs, formulation and watches need not necessarily

maintain cost accounting records in respect of watch making activity if no statutory rules are

prescribed for watch making activity. The detailed provisions relating to the manner of prescription

of cost accounting records, selection of the product, the contents of the rules and the list of products/

industries covered by the statutory rules under Section 209(1)(d) of the Companies Act have also

been explained in Study Notes 2 and 3. Thus Cost Audit u/s 233B does not embrace a particular

activity of the company unless a separate cost accounting record rule is already notified for that

particular activity under Section 209(1)(d) detailing the nature of cost accounting records to be

maintained.

1.1.6.4 The legal provisions relating to statutory cost audit are applicable only to companies registered

under the provisions of Companies Act, 1956. Therefore, cost audit is not applicable to otherenterprises like partnership, cooperative societies, etc. The Cost Audit is conducted by a Cost

Accountant in practice within the meaning of the Cost and Works Accountants Act, 1959. The cost

auditor is appointed by the Board of Directors of the company with the previous approval of the

Central Government. The report of cost auditor is to rendered to the Central Government with a

copy to the Company.


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1.1.7 Cost Audit and Efficiency Audit

1.1.7.1 Efficiency Audit is systematic appraisal of management methods and is intended to assess the actual

performance levels relative to applicable peer benchmarks or internal standards (e.g., profitability or

stated business plan objectives etc.). The process is also designed to identify opportunities to ensureperformance benefits. It aims at identifying efficiency and productivity improvement opportunities

so that the resources flow into the most remunerative channels to ensure the optimum returns.

1.1.7.2 The parameters of measuring efficiency include overall rate of return, capacity utilization, utilization

of national, financial, physical and human resources, cash flow performance and the pay back

period of the entire organization. Thus efficiency audit seeks to evaluate the overall organizational

efficiency.

1.1.7.3 The cost audit report also mainly the comment on the efficiency of the company namely, utilization

aspect of the factors of production. To enable the cost auditor to make efficiency audit, Section 209

(1) (d) of the Companies Act provides for records of utilization of material, labour and other items

of cost. Since a proper appraisal of the extent of efficiency of utilization of factors of production ispossible in cost audit, it may appropriately be called efficiency audit.

1.1.7.4 The cost audit as efficiency audit can also be understood from the fact that cost audit reports enable

the determination of accurate costs of production of various products, services and activities with

a view to compare the same with the comparable figures of the earlier years and those of the peers

or benchmarks in the industry. It seeks to identify the areas of inefficiency or poor decision making

to ensure diversion of funds to most optimum channels. The information regarding exact unit

costs after proper allocation of overheads, capacity utilization, per unit consumption of major

raw materials (including power and fuel), man-hour productivity, idle hours or un-productive

manpower wastage etc. serve as basis for efficiency audit and helps in fixing appropriate prices of

goods and services produced by the company to ensure optimum returns. The detailed financial

analysis of the company in cost audit report like determination and comparison of different ratioslike profit as % of capital employed, profit as % of net sales, value addition, current asset as

% of current liabilities, profit as % of capital employed etc. help in assessing the operational

efficiency and comparing the financial health of the undertaking with the peers or others in the

industry aiming at bringing all round efficiency.

1.1.8 Cost Audit and Propriety Audit

1.1.8.1 Propriety audit stands for verification of transactions in the best interest of the public, commonly

accepted customs and standards of conduct. The term propriety has been defined by Kholer

as that which meets the tests of public interest, commonly accepted customs and standards of

conduct and particularly as applied to professional performance, requirements of Governmentregulations, and professional codes. The tests boil down to consideration of financial prudence

and economy, instead of too much dependence on documents, vouchers etc. It shifts the emphasis

to find the wisdom and appropriateness of expenditure, rather than verifying whether it has been

duly authorized or evidenced by proper vouchers etc.

1.1.8.2 In other words, the propriety audit seeks to ensure that the planned expenditure would yield

the optimum returns and there is no other better alternative available. It seeks to ensure that the


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expenditure is not only appropriate to the circumstances of each case, it has indeed achieved the

objectives for which it has been incurred. The audit of public sector undertakings as undertaken by

the Comptroller and Auditor-General of India is the best example of propriety audit.

1.1.8.3 The Cost Audit Reports can be termed as propriety audit as these reports seeks to ensure that

actual expenditure at each stage is appropriate and optimum returns have been achieved. The

cost auditor always aims at ensuring that the actual expenditure should not be prima facie more

than what the occasion demands. The cost auditor has to report on matters which appear to him

to be clearly wrong in principle, cases where the companys funds have been used in a negligent

or inefficient manner, arms length pricing of related party transactions, etc. These are the areas

where the propriety aspect is involved and therefore cost audit may be in the nature of propriety

audit.

1.1.9 Cost Audit and Management Audit

1.1.9.1 Cost audit report and the information to be furnished therein is prescribed by the Central

Government. However, most of the information contained in the cost audit report is relevant formaking managerial decisions. Normally a management audit is an audit for the management and

by the management. Such audit looks into the economy and the effectiveness of performance of

various activities of an organization. Cost audit also looks into the effectiveness of performance and

efficiency in various areas such as capacity, input costs of materials, utilities and other controllable

areas so far as the manufacturing aspect is concerned. Detailed information on these areas has

to be given in the cost audit report by the cost auditor comparing it with the standards and past

actuals wherever necessary. Since Cost Audit is very useful to the management as it points out

areas where performance can be improved, it can be called an audit for the management. Though

cost audit is not done at the behest of the management, it does not change its character from being

a management tool.

1.1.10 Cost Audit and Social Audit

1.1.10.1 Social audit is generally defined to be the audit of data or information depicting social performance

of a business in contrast to its normal economic performance as measured in financial audit.

1.1.10.2 A lot of research and experimentation are being conducted to device techniques or models, which

can measure the contribution of an enterprise to the society. These developments result from an

increasing realization of the fact that business undertakings have social responsibilities also and

that the performance as a whole should be seen in this context.

1.1.10.3 Social performance is discharged by providing some social amenities for the use of community as a

whole e.g. provision of a hospital, a recreation club, a temple, etc. As provision of such amenities

involves diversion of profits earned by the business for charitable or philanthropic purposes, it is

advisable to conduct an audit of such expenses spent on welfare which are in no way related to

the main task of business of production or marketing of goods/services and earning profits. Such

activities, which apparently are not directly connected with the main business activity, help the

business to create a favorable image for the business and those at the helm of affairs.


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1.1.10.4 Cost audit provides an adequate information on the cost of production, selling price and margin

of profit in respect of each item of product covered by cost audit. This information is very useful

to the Government in regulating the prices of essential commodities. Therefore, cost audit can be

said to subserve the interest of the community by facilitating the review of prices to be charged to

the customer. A review by the government results in fair prices to the consumers which is a majorsocial objective which cost audit is subserving. Thus cost audit is also a social audit.

1.2 Provisions Under Companies Act Relating to Maintenance of Cost Records and Cost Audit

1.2.1 The statutory provisions relating to maintenance of cost accounting records and cost audit were

initially introduced by the Companies (Amendment) Act, 1965. Section 209(1)(d) deals with the

provisions relating of maintenance of cost accounting records and Section 233B deals with the audit

of cost accounts in the certain cases. The amended Section 233B provides that the cost audit can be

conducted only by those cost accountants, who are not whole time employees elsewhere. These

provisions also provides for a ceiling on the number of cost audits that can be carried out by a cost

accountant or a firm of cost accountants. These provisions are explained in detail as under:

1.2.1 Maintenance of Books of Accounts (Section 209(1)(d))

1.2.1.1 Section 209 deals with the books of accounts required to be maintained by the company. Section

209(1) requires that every company is required to maintain at its registered office proper books of

accounts with respect to:

(a) all sums of money received and expended by the company and the matters in respect of which the receipt

and expenditure take place:

(b) all sales and purchases of goods by the company;

(c) the assets and liabilities of the company; and

(d) in the case of a company pertaining to any class of companies engaged in production, processing,

manufacturing or mining activities, such particulars relating to utilization of material or labour

or to other items of cost as may be prescribed, if such class of companies is required by the Central

Government to include such particulars in the books of account:

Provided that all or any of the books of account aforesaid may be kept at such other place in India as the

Board of Directors may decide and when the Board of Directors so decides, the company shall, within

seven days of the decision, file with the Registrar a notice in writing giving the full address of that other

place.

1.2.1.2 The Central Government has so far prescribed separate Cost Accounting Records Rules with respect

to 44 classes of products or activities, which have been explained in detail in subsequent chapters.These Rules require the books of account to be kept in a manner that the cost of production and

cost of sales during the financial year can be properly calculated in the formats prescribed for

the respective industries. The books of accounts should also provide all the details required with

respect to other elements of cost such as materials, wages, stores and overheads etc. However, most

of these rules provide exemptions to small scale units having total annual turnover of less than Rs.

10 crores. In other words, Section 209(1)(d) deals with the maintenance of cost records and provides

that in the case of a company (pertaining to any class of companies), which is engaged in either


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production or processing or manufacturing or mining activities, the company will also be required

to maintain such particulars in its books of accounts relating to utilization of material or labour or

to other items of cost as may be prescribed by the Central Government.

1.2.1.3 Section 209(2) provides that where a company has a branch office, whether in or outside India, the

company shall be deemed to have complied with the provisions, if proper books of account relating

to the transactions effected at the branch office are kept at that office and proper summarized

returns, made up to dates at intervals of not more than three months, are sent by the branch office

to the company at its registered office or the other place referred to in sub-Section (1).

1.2.1.4 The reading of Section 209(1), prima facie stipulates that the cost accounting records are to be

maintained in the registered office of the company. However, a reasonable interpretation of Section

209(2) provides that maintenance of records at the factory, or other locations with periodical returns

to registered office may also satisfy the letter and spirit of law. However, it may be clarified here

that cost records are generally never exclusively maintained at the factory. Since marketing costs,

administrative costs and other items of expenses incurred in corporate, registered and sales offices

are also subject matter of cost accounting records and cost audit, these post manufacturing expensesincluding marketing would be incurred in places other than the factory.

1.2.1.5 Section 209(3) requires the books to give a true and fair view of the state of affairs of the company

and to explain its transactions. Books are to be kept on accrual basis and according to double entry

system of accounting.

1.2.1.6 Section 209(4) provides that the books of account and other books and papers shall be open to

inspection by any director during business hours.

1.2.1.7 Section 209(4)(a) provides that the books of accounts of every company relating to a period of not

less than eight years immediately preceding the current year together with the vouchers relevant

to any entry in such books of account shall be preserved in good order. However, in case of a

company incorporated less than eight years before the current year, the books of account for theentire period preceding the current year to be preserved.

1.2.1.8 Section 209(5) provides that if any of the persons referred to in sub-Section (6) of Section 209 fails to

take all reasonable steps to secure compliance by the company with the requirements of Section 209

of the Companies Act or has by his own willful act been the cause of any default by the company,

he shall, in respect of each offence, be punishable with imprisonment for a term which may extend

to six months, or with fine which may extend to ten thousand rupees, or with both. This sub-Section

further provides that no person shall be sentenced to imprisonment for any such offence, unless it

was willfully committed.

1.2.1.9 Section 209(6) clarifies that the persons referred to in sub-Section (5) of Section 209 for punishment

are as under:(a) Where the company has a managing director or manager, such managing director or manager

and all officers and other employees of the company; and

(b) Where the company has neither a managing director nor manager, every director of the

company.

1.2.1.10 Section 209(7) provides that if any person, not being a person referred to in sub-Section (6), having


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been charged by the managing director, manager or Board of Directors, as the case may be with the

duty of seeing that requirements of this Section are complied with, makes a default in doing so, he

shall, in respect of each offence, be punishable with imprisonment for a term which may extend to

six months, or with fine which may extend to ten thousand rupees, or with both.

1.2.1.11 These rules require the books of accounts to be kept in a manner that the cost of production and cost

of sales of each item (as covered in Section 209(1)(d)) produced or manufactured during the year

can be determined in the prescribed format i.e., separate figures for materials, wages, overheads

etc.

1.2.1.12 If a company is engaged in manufacture of production of products or activities other than those class

of industries as are covered under Section 209(1)(d) also, the cost records may not be maintained for

such other products or activities as are not covered under the provisions of cost accounting records

rules.

1.2.2 Audit of Cost Accounts in Certain Cases (Section 233 B)

1.2.2.1 The Section 233(B) of the Companies Act, 1956 provides that where in the opinion of the Central

Government it is necessary so to do in relation to any company required under clause (d) of the

sub-Section (1) of Section 209 to include in its books of account the particulars referred to therein,

the Central Government may, by order direct that an audit of cost accounts of the company shall

be conducted in such manner as may be specified in the order by an auditor who shall be a cost

accountant within the meaning of the Cost and Works Accountants Act, 1959.

1.2.2.2 Section 233B(2) provides that the auditor under Section 233B shall be appointed by the Board

of directors of the company in accordance with the provisions of sub-Section (1B) of Section 224

and with the previous approval of the Central Government. It further provides that before the

appointment of any auditor is made by the Board, a written certificate shall be obtained by the

Board from the auditor proposed to be so appointed to the effect that the appointment, if made, willbe in accordance with the provisions of sub-Section (1B) of Section 224.

1.2.2.3 Section 233B(3) provides that the audit conducted by the auditor under this Section (cost audit by

Cost Accountant) shall be in addition to an audit conducted by an auditor appointed under Section

224 (Financial Audit by Chartered Accountant).

1.2.2.4 Section 233B(4) provides that a cost auditor shall have the same powers and duties in relation to

an audit conducted by him under this Section as an auditor of a company has under sub-Section

(1) of Section 227 (financial audit) and such (cost) auditor shall make his report to the Central

Government in such form and within such time as may be prescribed and shall also at the same

time forward a copy of the report to the company.

1.2.2.5 Section 233B(5)(a) provides that a person referred to in sub-Section (3) or sub-Section (4) of theSection 226 shall not be appointed or re-appointed for conducting the audit of the cost accounts of a

company. Section 226 of the Companies Act provides qualifications and disqualifications of auditors.

Sub para (3) of the said Section provides that the following are not qualified for appointment as

Auditor of a company:

(a) a body corporate;


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(b) an officer or employee of the company;

(c) a person who is a partner, or who is in the employment, of an officer or employee of the

company;

(d) a person who is indebted to the company for an amount exceeding one thousand rupees orwho has given any guarantee or provided any security in connection with the indebtedness

of any third person to the company for an amount exceeding one thousand rupees;

(e) a person holding any security of that company after a period of one year from the date of

commencement of the Companies (Amendment) Act, 2000. (Explanation: security means

an instrument which carries voting rights);

(f) The sub-Section (4) of Section 226 provides that a person shall also not be qualified for

appointment as auditor of a company if he is, by virtue of sub-Section (3), disqualified for

appointment as auditor of any other body corporate which is that companys subsidiary

or holding company or a subsidiary of that companys holding company, or would be so

disqualified if the body corporate were a company. In other words, if a person is disqualified

under any of the aforesaid classes from being appointed as an auditor of any company or

body corporate, he cannot be appointed as auditor of its holding company, subsidiary or co-

subsidiary; and

(g) A person, who is in full time employment elsewhere.

Sub Para (4) of Section 226 provides that if anybody is disqualified for being appointed

as auditor under Section 137, he cannot be appointed as auditor for its holding company,

subsidiary or co-subsidiary.

1.2.2.6 Section 233B(5)(b) provides that a person appointed under Section 224 as an auditor of a company

shall not be appointed or re-appointed for conducting the audit of the cost accounts of that

company.1.2.2.7 Section 233B(5)(c) provides that if a person, appointed for conducting the audit of cost accounts of

a company, becomes after his appointment, to any of the disqualifications specified in clause 5(a) or

5(b) above, he shall on and from the date on which he becomes disqualified, shall cease to conduct

the audit of the cost accounts of the company.

1.2.2.8 Section 233B(6) provides that upon receipt of an order under Section 233B(1), it shall be the duty of

the company to give all facilities and assistance to the person appointed for conducting the audit of

the cost accounts of the company.

1.2.2.9 Section 233B(7) provides that the company shall, within thirty days from the receipt of a copy of

the report referred to in Section 233B(4), furnish the Central Government with full information and

explanations on every reservation or qualification contained in such report.

1.2.2.10 Section 233B(8) provides that if, after considering the report referred to in Section 233B(4) and

the information and explanations furnished by the company under Section 233B(7), the Central

Government is of opinion that any further information or explanation is necessary, the Government

may call for such further information and explanation and thereupon the company shall furnish

the same within such time as may be specified by that Government.


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1.2.2.11 Section 233B(10) provides that the Central Government may direct the company whose cost

accounts have been audited under this Section to circulate to its members, along with the notice

of the annual general meeting to be held for the first time after the submission of such report, the

whole or such portion of the said report as it may specify in this behalf.

1.2.2.12 Section 233B(11) provides that if default is made in complying with the provisions of this Section,

the company shall be liable to be punished with fine which may extend to fifty thousand rupees and

every officer of the company who is in default, shall be liable to be punished with imprisonment for

a term which may extend to three years, or with fine which may extend to fifty thousand rupees or

with both.

1.2.2.13 Based on the aforesaid provisions, the main features of the Cost Audit Section 233(B) are now

summarized as under:

(a) Cost audit is to be conducted only when the Central Government directs such an audit. [Sec.

233B(1)]

(b) The auditor for this purpose is to be appointed by the Board of Directors, with the previous

approval of the Central Government. [Sec. 233B(2)]

(c) Cost audit is in addition to financial audit, which is conducted by an auditor (financial auditor)

under Sec. 224. [Sec. 233B(3)]

(d) The cost auditor has same powers as financial auditor has, under Sec. 227 (1). The cost auditor

is to submit his report to the Central Government, in the form and within the time prescribed,

with a copy to the company. [Sec. 233B(4)].

(e) Persons referred to in sub-Section (3) or sub-section (4) of Section 226 shall not be appointed

or re-appointed as cost auditor of the company. Similarly a person appointed under Section

224 (Financial Auditor) also cannot be appointed as the cost auditor of the company. [Sec.

233B(5)].(f) It is the duty of the company to give all facilities and assistance to the cost auditor. [Sec.

233B(6)].

(g) The company shall within thirty days from the date of receipt of a copy of the report, furnish

to the Central Government with full information and explanation on every reservation or

qualification contained in the report. [Sec. 233B(7)].

(h) The Central Government may call from the company further details which shall be providedwithin the specified time. [Sec. 233B(8)].

(i) The Central Government may take appropriate action on the report as it may considernecessary. [Sec. 233B(9)].

(j) The Central Government may direct the company to circulate to its members whole or partof the report with the notice of AGM to be held for the first time after the submission of thereport. [Sec. 233B(10)].

(k) Penal action is for default in complying with the provisions of this Section. The companyliable to fine extending to Rs. 50,000/- and every officer of the company who is in default shallbe liable to be punished with imprisonment for a term which may extend to three years, or

with fine which may extend to Rs. 50,000/- or with both.


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1.3 Cost Auditor Appointment, Rights and Responsibilities

1.3.1 Issue of Cost Audit Order

1.3.1.1 Issue of Cost Audit Order is the first step in Cost Audit of any company. The Central Governmentissues a specific order under Section 233(B)(1) of the Companies Act, 1956 on a particular company

directing it to get its cost records audited by a practicing Cost Accountant indicating the product

for which the order is issued and the period for which it is ordered. Therefore, the starting point

for the cost audit exercise is the receipt of cost audit order by the company, specifying the year and

the product for which such cost audit is to be conducted. However, the Cost Audit Branch has now

been issuing Cost Audit Orders on regular basis to all the companies covered (i.e. every financial

year thereafter continuously until further orders.) This amounts to saying that once an order is

issued, the cost audit is required to be done every year unless it is specifically withdrawn.

1.3.1.2 It may be clarified here that since the cost audit order issued by the Cost Audit Branch specifies

the product, the Company need not have a cost audit for the product not specified in that order.

Thus, if the company producing Sugar, Cement and Steel receives an order relating to Sugar for the

year ending 31st March, 2009, then it need not get the cost records for products Cement and Steel

audited under Sec. 233B for the year ending 31st March, 2009. Similarly for subsequent years also,

it needs to get its cost records for Sugar only cost audited unless it gets a specific order on other

products also.

1.3.2 Qualification of Cost Auditor

1.3.2.1 Section 233(B) of the Companies Act, 1956 provides that the Central Government may, if it considers

necessary, direct that the audit of cost accounts kept by a company for a specified product or activity

under Section 209(1)(d) shall be conducted by an auditor who shall be a cost accountant within the

meaning of the Cost and Works Accountants Act, 1959. In other words, the Sec. 233B(1), in so far asit relates to qualifications of cost auditor provides that a person holding certificate of practice from

the Institute of Cost and Works Accountants of India only can be appointed as a cost auditor. The

cost auditor may be an individual cost accountant or a firm of cost accountants with at least two

partners. A firm of cost accountants can be constituted with the previous approval of the Central

Government/Institute as required under the regulation 113 of the Cost and Works Accountants

Act, 1959 as amended from time to time and in which all the partners are cost accountants holding

certificate of practice issued by the Institute of Cost and Works Accountants of India. Section 224

(1-B) of the Companies Act, 1956 further provides that a person can be appointed as a cost auditor

only if he is not in full time employment elsewhere.

1.3.2.2 A proviso to Section 233B(1) lays down that if the Central Government is of opinion that sufficient

number of cost accountants within the meaning of the Cost and Works Accountants Act, 1959 are

not available for conducting the audit of the cost accounts of companies generally, the Government

may, by notification in the Official Gazette, direct that, for such period as may be specified in the

said notification, such Chartered Accountant within the meaning of the Chartered Accountants

Act, 1949, as possesses the prescribed qualifications, may also conduct the audit of the cost accounts

of companies. It may be clarified here that the Central Government has not so far issued any

notification under the above proviso.


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1.3.2.3 There are several members of the Institute of Cost and Works Accountants of India (ICWAI), who

have qualified the examination of both the Institutes namely ICWAI and the Institute of Chartered

Accountants of India and thus are eligible for membership as well as certificate of practice from

both the Institutes. However, none of the members can hold certificate of practice in more than

one Institute under the provisions of both the Institutes. Therefore, practically there is no possibilityof any financial auditor to practice as cost auditor or vice versa.

1.3.2.4 However, it is only in the background of the aforesaid proviso that Section 233B(5)(b) provides that

a person appointed under Section 224 as an auditor of the company (financial auditor) shall not be

appointed or re-appointed for conducting the audit of the cost accounts of a company (cost auditor

of the same company).

1.3.3 Disqualifications of a Cost Auditor

1.3.3.1 The disqualifications of a person for being appointed or re-appointed for conducting the cost audit

are detailed in sub-Sections (a), (b) and (c) Section 233 (5) of the Companies Act, 1956 detailed as

under:

(a) The sub-Section (5)(a) provides that a person referred to in sub-Section (3) or sub-Section (4)

of the Section 226 shall not be appointed or re-appointed for conducting the audit of the cost

accounts of a company.

(b) The sub-Section 5(b) provides that a person appointed under Section 224 as an auditor of a

company shall not be appointed or re-appointed for conducting the audit of the cost accounts

of that company.

(c) The sub-Section (5)(c) provides that if a person, appointed for conducting the audit of cost

accounts of a company, becomes after his appointment, to any of the disqualifications specified

in clause 5(a) or 5(b) above, he shall on and from the date on which he becomes disqualified,

shall cease to conduct the audit of the cost accounts of the company.

1.3.3.2 Section 226 of the Companies Act, 1956 provides for the qualifications and disqualifications of the

auditors. Reading of sub-Section (3) of Section 226 implies that the following persons cannot be

appointed or reappointed as cost auditor of a company

(a) a body corporate;

(b) an officer or employee of the company;

(c) a person who is a partner, or who is in the employment, of an officer or employee of the

company;

(d) a person who is indebted to the company for an amount exceeding one thousand rupees or

who has given any guarantee or provided any security in connection with the indebtednessof any third person to the company for an amount exceeding one thousand rupees;

(e) a person holding any security of that company after a period of one year from the date of

commencement of the Companies (Amendment) Act, 2000. (Explanation: security means

an instrument which carries voting rights);


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1.3.3.3 The sub-Section (4) of Section 226 provides that a person shall also not be qualified for appointment

as auditor of a company if he is, by virtue of sub-Section (3), disqualified for appointment as

auditor of any other body corporate which is that companys subsidiary or holding company or a

subsidiary of that companys holding company, or would be so disqualified if the body corporate

were a company. In other words, if a person is disqualified under any of the aforesaid classesfrom being appointed as an auditor of any company or body corporate, he cannot be appointed as

auditor of its holding company, subsidiary or co-subsidiary; and

1.3.3.4 A person, who is in full time employment elsewhere [Section 224 (1B)].

If an auditor becomes disqualified after his appointment, under any of the above provisions he

shall be deemed to have vacated his office.

1.3.4 Appointment of firm as Cost Auditor

1.3.4.1 The rules provide that a person appointed as cost auditor should be a member of the Institute of

Cost and Works Accountants of India and should also hold a certificate of practice. The term cost

auditor refers to both, i.e., individual cost accountant as well as the firm of cost accountants also.

1.3.4.2 The Ministry of Corporate Affairs has specifically clarified (Appendix II-A) that the question of

appointment of cost auditors in firms name for conduct of cost audit has been under examination in

the department and it has been decided to approve the appointment of cost auditors in firms name

under sub-Section (2) of Section 233-B of the Companies Act, 1956 if such a proposal is received

from the Board of Directors of any company subject to the following conditions:

(a) All the partners of the firm are practicing cost accountants within the meaning of Sections 6

and 7 of the Cost and Works Accountants Act, 1959, and

(b) The firm itself has been constituted with the previous approval of the Central Government/

Institute as required under Regulation 113 of the Cost and Works Accountants Act, 1959 asamended from time to time.

1.3.4.3 The Government have also clarified (Appendix II-B) that in case a firm of cost accountants is

appointed as cost auditors, authentication of the cost audit report is to be done by the signature of

any one of the partners of the firm in his own hand for and on behalf of the firm. The report should

not be signed by merely affixing firm name.

1.3.4.4 In the case of firms appointed as cost auditors, each partner of the firm who is not in full time

employment can hold appointment as cost auditor of the specified number of companies i.e. twenty

companies for each such partner who is not in full time employment elsewhere. However, not more

than ten such companies should have a paid up share capital of Rs. 25 lakhs or more.

1.3.5 Powers of the Cost Auditor

1.3.5.1 Section 233B(4) of the Companies Act, 1956 gives the cost auditor same powers as the financial

auditor has under Section 227(1). In addition, Rule 6 of the Cost Audit Report Rules also requires

the company and every officer thereof, including the persons referred to in sub-Section (6) of Section

209 of the Act to make available to the cost auditor, within 135 days from the close of the financial

year of the company, such cost accounting records, cost statements, other books and documents,


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Annexure and Proforma to the Report, duly completed as would be required for conducting the

cost audit, and shall render necessary assistance to the Cost Auditor so as to enable him to complete

the cost audit and submit his report within the time limit specified in rule 5. Section 233B(6) further

provides that it shall be the duty of the company to give all facilities and assistance to the cost

auditor so as to enable him to complete the audit and send the report within the prescribed timelimit.

1.3.5.2 The powers of the cost auditor under sub-Section (1) of Section 227 are as under:

- Right to access at all times to the books and accounts and vouchers of the company, whether

kept at the head office of the company or elsewhere.

- Entitled to require from the officers of the company such information and explanations as he

may think necessary for the performance of his duties as an auditor.

1.3.6 Duties of the Cost Auditor

1.3.6.1 The duties of the cost auditor are also similar to those of the (financial) auditor of the companyhas under sub-Section (1) of Section 227 (Section 223B(4)).The duties of the cost auditor inter-alia

include:

(a) To ensure that the proper books of accounts as required by Cost Accounting Records Rules

have been kept by the company so far as it appears from the examination of those books and

proper returns for the purpose of his audit have been received from branches not visited by

him;

(b) To ensure that the Cost Audit Report and the detailed cost statements are in the form

prescribed by the Cost Audit Report Rules by following sound professional practices i.e. the

report should be based on verified data and observations may be framed after the company

has been afforded an opportunity to comment on them;(c) The underline assumptions and basis for allocation and absorption of indirect expenses are

reasonable and are as per the established accounting principles;

(d) If the auditor is not satisfied in any of the aforesaid matters, he may give a qualified report

along with the reasons for the same;

(e) Sending the Report to the Cost Audit Branch within 180 days from the end of the financial

year with one copy to the company;

(f) Sending his replies to any clarification, that may be sought by the Cost Audit Branch on his

report. Sending such replies within 30 days from the date of receipt of communication calling

for such clarification.

1.3.7 Ceiling on Number of Cost Audits

1.3.7.1 The sub-Section (2) of Section 233B inter-alia provides that before the appointment of any auditor is

made by the Board, a written certificate shall be obtained by the Board from the auditor proposed

to be so appointed to the effect that the appointment, if made, will be in accordance with the

provisions of sub-Section (1B) of Section 224.


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1.3.7.2 Section 224(1)(B) provides that no company or its Board of directors shall appoint or re-appoint any

person who is in full time employment elsewhere or firm as its auditor if such person or firm is, at

the date of such appointment or re-appointment, holding appointment as auditor of the specified

number of companies or more than the specified number of companies. The proviso to Section

224(1B) further provides that the provisions of this sub-Section shall not apply, on and after thecommencement of the Companies (Amendment) Act, 2000, to a private company.

1.3.7.3 Explanation I to the Section 224 provides that for the purposes of sub-Sections (1B) and (1C),

specified numbers means :

(a) in case of a person or firm holding appointment as auditor of a number of companies each

of which has a paid-up share capital of less than rupees twenty-five lakhs, twenty such

companies;

(b) in any other case, twenty companies, out of which not more than ten shall be companies each

of which has a paid-up share capital of rupees twenty-five lakhs or more.

1.3.7.4 Explanation II to the Section 224 provides that in computing the specified number, the number

of companies in respect of which or any part of which any person or firm has been appointed as

an auditor, whether singly or in combination with any other person or firm shall be taken into

account.

1.3.7.5 In view of aforesaid provisions, the ceilings on the number of cost audits can be clarified as under:

(a) In the case of firm of cost accountants: Twenty companies for each such partner of the firm

who is not in full time employment. However, not more than ten such companies should

have a paid up share capital of Rs. 25 lakhs or more;

(b) In the case of an individual cost accountant, who is not in full time employment: Twenty

companies, out of which not more than ten should have a paid-up share capital of Rs. 25 lakhs

or more.1.3.7.6 It can be seen from above that Section 224(1B) and Explanation I to Section 224 refers to the ceilings

for the number of companies and not to the number of cost audit orders or products. Therefore, if

more than one products of a particular company are covered under cost audit for the same year, a

cost auditor should count their number as one company only, since the audits for all the products

relate to the same company despite the fact that separate cost audit orders have been issued with

respect to each such product. Similarly, if that company appoints different cost auditors for different

products, each auditor shall count the company as one company for counting their individual

quota for number of audits.

1.3.7.7 It should be noted that the Companies (Amendment) Act, 2000 has inserted a provision (Explanation

II) to Section 224, whereby the provisions of sub-section 1-B shall not apply to a Private Company.

It means that for computing the limit on number of companies for audit, Private Companies should

not be counted.

1.3.8 Number of Cost Audits at any Point of Time and Tenure of Cost Auditor

1.3.8.1 As already stated above, Section 224(1)(B) provides a ceiling on number of audits that a person

can hold on the date of appointment or re-appointment i.e. at any point of time. Section 233B(2)


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further provides that a written certificate shall be obtained from the cost auditor to the effect that

the proposed appointment, if made, will be in accordance with the prescribed ceiling, before the

appointment of any cost auditor is made by the Board. Therefore, it becomes important to know

when the holding of appointment as cost auditor begins and when it ends.

1.3.8.2 The appointment of cost auditor is by the Board, subject to the approval of the Central Government.

The question arises whether appointment begins from the date of the resolution of the Board or

only after the approval of the Central Government i.e. date of approval. A clarification issued by

the Company Law Board (Appendix II-C) states that the appointment of an auditor is complete

only when the company intimates in writing to the cost auditor that he has been appointed (Refer

circular no. 52-354 CAB-87 dated 30/8/88 The Management Accountant, October, 1988 issue

Page 719 Appendix II-C). This is further amplified by the subsequent clarification reference No.

3/8/89-CL.V dated 5th March, 1990 (Appendix E) addressed to ICWAI clarifies that the number

of companies in respect of which reports have not been submitted should be taken into account for

the purposes of ceiling on cost audit. However, the clarification reference No. 35/1/90-CL III dated

2nd March, 1990 (Appendix II-D) to ICAI states that the auditors will take into account not only the

actual appointments as auditors but also the proposed appointments in companies for which they

have given their consent. But this clarification is applicable to Chartered Accountants only as no

approval from Central Government is required in this case. Therefore, it may be advisable that the

cost auditor takes into account the number of companies which had submitted applications in Form

23-C forwarding his name for appointment as the cost auditor. Otherwise the cost auditor may find

himself having agreed to be cost auditor of more than the permissible limit at any particular time.

1.3.8.3 The second issue relates to the time or date when his appointment comes to an end. In case of

financial auditor, the question is specifically answered by Sec. 224(1), which provides that he shall

hold office until the conclusion of next annual general meeting. However in case of cost audit,

the cost auditor may have to provide clarification to the queries of Cost Audit Branch long after

his submission of the report. The Cost Audit Branch on the other hand may have no clarificationto seek. Therefore, Cost Audit Branch has clarified (Appendix II-C) that ......it is clarified that

for the purpose of furnishing the certificate under sub-Section 2 of Sec. 233B of the Act, a cost

auditor shall be deemed to have concluded his appointment as he renders a report to the Central

Government in accordance with the Cost Audit (Report) Rules, with a copy to the company. The

clarification further adds that His obligation to answer queries from the Cost Audit Branch arising

out of review of cost audit report should not debar him from accepting another appointment as cost

auditor (Appendix II-C).

1.3.9 Communication to Previous Auditor

1.3.9.1 The first schedule (Part I) of The Cost and Works Accountants Act, 1959, deals with Professional

misconduct in relation to cost accountants in practice. This schedule provides that a cost accountant

in practice shall be deemed to be guilty of professional misconduct if he accepts a position as a cost

accountant previously held by another cost accountant in practice without first communicating

him in writing.

1.3.9.2 The Institute of Cost and Works Accountants of India (ICWAI) has also opined in this regard that

communication means a letter addressed by the member who is appointed as cost accountant on

fee basis to the member previously holding the position of cost accountant in the same company.


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However, it may be added here that a categorical reply to said communication may not be essential

pre-requisite for the acceptance of the appointment. The ICWAI has also clarified that the words

previously held imply any time previous to the offer of appointment to a new cost accountant.

1.3.10 Full Time Employment

1.3.10.1 Section 224(1)(B) inter-alia provides that no company or its Board of directors shall appoint or

re-appoint any person who is in full time employment elsewhere or firm as its auditor if such

person or firm is, at the date of such appointment or re-appointment, holding appointment as

auditor of the specified number of companies or more than the specified number of companies.

Thus no person, who is in full time employment, can take up the practice as Cost Auditor under

the provisions of Companies Act. This proviso was added vide Companies (Amendment) Act,

1988. However, the Companies Act has not defined the term full time employment. Therefore, the

following guidelines could be helpful:

(a) The Cost auditor should not be a whole time director of any company under the provisions

of Section 269 of the Companies Act, 1956 or Secretary under provisions of Section 383A ofthe Companies Act, 1956. Since both these Sections refer to such director or secretary being in

whole time employment, it may be difficult to substantiate to be in part time employment.

(b) Anyone receiving a salary and receiving provident fund contribution from his employer or

getting such other benefits or perquisites like Ex-Gratia or Bonus, House Rent Allowance etc.

may amount to be in full time employment.

(c) Similarly, there is a separate head of income titled Salaries under the Income Tax Act. A

person declaring income under that head may be termed to be in employment.

1.3.11 Penal Provisions for Companies and Cost Auditor

1.3.11.1 Rule 8 of the Cost Audit Report Rules, 2001 provides the following penal provisions

(i) If the company contravenes the provisions of Rule 6 or Rule 7 (of the Cost Audit Report Rules,

2001) the company and every officer thereof who is in default, including the persons referred

to in sub-rule (6) of Section 209 of the Companies Act, 1956, shall, subject to the provisions of

Section 233B of the Act, be punishable with fine which may extend to five thousand rupees

and where the contravention is a continuing one, with a further fine which may extend to

five hundred rupees for everyday day after the first day during which such contravention

continues; and

(ii) Where default is made by the Cost Auditor in complying with the provisions of Rule 4 or Rule

5 (of the Cost Audit Report Rules, 2001), he shall be punishable with fine, which may extend

to five thousand rupees.

1.3.12 Procedure for Appointment of Cost Auditor

1.3.12.1 The sub-Section (2) of Section 233B provides that the cost auditor shall be appointed by the Board

of directors of the company in accordance with the provisions of sub-Section (1B) of Section 224

and with the previous approval of the Central Government. It further provides that before the

appointment of any auditor is made by the Board, a written certificate shall be obtained by the


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Board from the auditor proposed to be so appointed to the effect that the appointment, if made, will

be in accordance with the provisions of sub-Section (1B) of Section 224.

1.3.12.2 The cost audit order issued by the Cost Audit Branch under Section 233B of the Companies Act,

1956 normally provides that the application for the proposal for appointment of Cost Auditor for

ONE TERM should be sent to this Department within forty-five days of the date of this order. It also

further provides that thereafter the application for the proposal for appointment of Cost Auditor

should be sent to this Department within 45 days of the commencement of every financial year.

The fees payable for such application and the manner in which it is to be paid are also specified in

that order. These forms are now e-filed. All the relevant information and guidelines in this regard

is available on the MCA portal www.mca.gov.in .

1.3.12.3 The cost audit orders issued, normally also state that a firm of cost accountants, whether proprietary

or partnership, may be proposed, if such firm is constituted under regulations 108 and 113 of the

Cost and Works Accountants Regulations, prescribed under the Cost and Works Accountants Act,

1959. Therefore on receipt of cost audit order by the company, the Board of Directors should select

a cost accountant or a firm of cost accountants qualified to conduct the cost audit. The concurrenceof the cost auditor is also obtained (Section 224(1B)) prior to passing the resolution. The Board

of Directors then passes a resolution either at a meeting or through circulation appointing a cost

auditor, subject to the approval of the Central Government.

1.3.12.4 The Board resolution normally authorizes the Secretary of the Company or a Director to make

necessary application to the Central Government. This application is to be e-filed in Form 23C

(Appendix I-D) within the time limit specified in the cost audit order. The application should be

accompanied by the requisite fees.

1.3.12.5 The Department of Company Affairs considers the application and accords approval of the

appointment of the cost auditor. Normally, the Central Government approves the appointment of

cost auditor unless he suffers from any disqualification under Section 224(1-B) or Section 233-B(5)

of the Companies Act. The approval is communicated to the company and the copy of the approval

is sent to cost auditor by the Central Government. However, the appointment of cost auditor is

confirmed only when the Board of Directors informs the cost auditor that he has been appointed as

the cost auditor with the approval of the Central Government.

1.3.12.6 Detailed forms/procedures relating to the appointment of the cost auditor, starting from issue of

cost audit order to the time of approval of appointment of cost auditor is accorded by the Central

Government, are given at the end of this Study Note detailed as under:

Appendix 1-A Specimen of Cost Audit Order

Appendix 1-B Format for Written Certificate u/s 233B(2)/224(1-B) in case of an Individual/

FirmAppendix 1-C Specimen Board Meeting Resolution regarding Cost Auditor

Appendix 1-D Form 23-C Application for Appointment of Cost Auditor

Appendix 1-E Approval for Appointment of Cost Auditor

Appendix 1-F Intimation to the previous Cost Auditor


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1.3.13 Written Certificate by the Cost Auditor

1.3.13.1 Section 224(1)(B) provides that no company or its Board of directors shall appoint or re-appoint any

person who is in full time employment elsewhere or firm as its auditor if such person or firm is, at

the date of such appointment or re-appointment, holding appointment as auditor of the specifiednumber of companies or more than the specified number of companies. The explanation to the said

Section provides that maximum number of companies for which a person can be the auditor at a

point of time cannot be more than twenty.

1.3.13.2 Proviso to sub-Section (2) of Section 233B further provides that before the appointment of any

auditor is made by the Board, a written certificate shall be obtained by the Board from the auditor

proposed to be so appointed to the effect that the appointment, if made, will be in accordance with

the provisions of sub-Section (1B) of Section 224.

1.3.13.3 Therefore, Company should obtain a written certificate from the proposed cost auditor to the effect

that the appointment, if made, will be in accordance with the provisions laid down by Section

224 of the Companies Act, 1956. A specimen copy of certificate by the Cost Auditor is given atAppendix I-B.

1.3.14 Board Resolution

1.3.14.1 The sub-Section (2) of Section 233B inter-alia provides that the auditor under this Section shall be

appointed by the Board of directors of the company in accordance with the provisions of sub-

Section (1B) of Section 224 and with the previous approval of the Central Government.

1.3.14.2 The company has to make an application to the Central Government for obtaining an approval

for an appointment of Cost Auditor in Form No. 23-C. As per clause 12, a certified copy of the

resolution passed by the Board of Directors of the company sanctioning the proposal for which the

Governments approval has been sought is to be attached along with Form 23-C.1.3.14.3 Hence, it is imperative that a resolution has to be passed by the Board of Directors for the appointment

of the Cost Auditor. Since, the appointment of the Cost Auditor is subject to the previous approval

of the Central Government, the Board Resolution (Appendix I-C) should specifically mention that,

`subject to the approval of the Central Government and pursuant to the provisions of Section 233B of

the Companies Act, 1956, Mr. / M/s ................ be and is hereby appointed as Cost Auditor(s)....

1.3.14.4 On receipt of approval of the Central Government (Appendix I-E), the company should send letter

of appointment to Cost Auditor(s).

1.3.15 Form 23 Application to The Cost Audit Branch Requesting Approval of Cost Auditor

1.3.15.1 The cost audit orders issued by the Cost Audit Branch normally mention that `the applicationin the prescribed form no. 23-C proposing for appointment of cost auditor for one term should

be electronically filled at the website of department i.e., www.mca.gov.in within 45 days of the

date of the order and thereafter within 45 days of the commencement of every financial year. The

application fee is payable along with form 23-C which is presently as under:


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Nominal Share Capital Rs. Fees Payable

less than Rs. 25 lacs Rs. 500

Rs. 25 lacs or more but less than Rs. 5 crores Rs. 1,000

Rs. 5 crores or more Rs. 2,0001.3.15.2 The payments can now be made through appropriate mechanisms electronic (credit card, internet

banking) or traditional means (at the Bank counter). Electronic payments can also be made at Virtual

Front Office (VFO). If the user selects the traditional payment option, the system generates a pre-

filled challan in the prescribed format. Traditional payments through cash, cheque can be done at

the designated bank branches using the system generated challan.

1.3.16 Approval of Cost Auditor by Central Government

1.3.16.1 The powers of the Central Government are exercised by the Cost Audit Branch of the Ministry

of Corporate Affairs, New Delhi for approving the appointment of Cost Auditor. After receiving

Form 23-C with all particulars contained therein as per the check list, the approval letter is generallyissued within a period of about two to three weeks.

1.3.17 Exemption from Cost Audit Orders

1.3.17.1 Even though there is no provision in the Companies Act, 1956 for grant of year-to-year exemption

from Cost Audit, the exemption from Cost Audit on year-to-year basis is granted by Cost Audit

Branch in situations arising out of temporary closure of the company and/or its manufacturing

facilities, negligible production/activity, etc. These exemptions are based on logic that exemptions

can be accorded by the executive since the cost audit orders are also issued by the executive.

1.3.17.2 Applications for seeking exemption are required to be made to the Central Government, along with

fee, as prescribed above for appointment of Cost Auditor. Following documents are required to befurnished along with application for exemption:

Printed or attested true copy of complete Annual Report containing balance sheet and profit

and loss account for the year for which exemption is being sought along with copies of the

same pertaining to preceding two years. In case, exemption is being sought in the beginning

of the financial year, the printed or attested true copy of Complete Annual Report for last

three years may be provided.

An affidavit containing full facts of capacity utilization, turnover and financial status of the

company such as sick or not or such other grounds on the basis of which exemption is being

sought, duly signed by two Directors of the company and authenticated by a Notary Public.

A brief note/status report on steps taken by the management for revival of the company and/or the said unit.

1.3.18 Withdrawal of Cost Audit Orders

1.3.18.1 Even though there is no provision in the Companies Act, 1956 for withdrawal of cost audit order,

the withdrawal of Cost Audit is considered in case of permanent closure or sale or merger/

amalgamation of production activities for the product under reference. These exemptions are based


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on logic that approval for withdrawal can be accorded by the executive since the cost audit orders

are also issued by the executive.

1.3.18.2 Following documents are required to be furnished along with application for withdrawal:

Printed or attested true copy of complete Annual Report containing balance sheet and profitand loss account for the year for which exemption is being sought along with copies of the

same pertaining to preceding two years (or immediate last three years).

An affidavit containing full facts of capacity utilization, turnover and financial status of the

company such as sick or not, duly signed by two Directors of the company and authenticated

by a Notary Public.

Documentary evidences substantiating closure/winding-up, sale, merger, amalgamation, etc.

e.g. Courts order, surrender of licenses, sale of plant and machinery, power disconnection,

manpower reduction, etc.

1.3.19 Constitution / Reconstitution of Partnership Firm of Cost Accountants

1.3.19.1 Only the members of the Institute i.e. AICWA or FICWA who have obtained Certificate of Practice

and are engaged in full time practice are entitled to constitute/reconstitute a partnership firm of

Cost Accountants. For this purpose, the following procedure have to be followed and the related

conditions have to be complied with :-

1. Application has to be made to the Council in Form L, which should be duly filled in and

signed by all the partners, indicating the name and membership no. against each signature.

2. The application should be accompanied by a copy of Deed of Partnership duly executed on a

non-judicial stamp paper by all the partners and attested by at least two witnesses indicating

their full names and addresses. The date of execution of the Deed and submission of Form L

should pertain to a date on or after the date of purchase of the non-judicial stamp paper.

3. A declaration in the Deed of Partnership is required from all the partners that they are

fully engaged in the practice of profession of Cost Accountancy and engaged in no other

occupation.

4. The name of the partnership firm to be indicated in sl. no. 1 of Form L and Deed of Partnership

should be in accordance with the provisions of Regulation 108 of the Cost and Works

Accountants Regulations, 1959. Such a firms name should have the suffix & Associates or

& Co.

5. Prior to the approval of the Council, the use of any stamp/visiting card/letterhead or the like

in any firm name is strictly prohibited.

6. When a partnership firm is reconstituted on account of admission, retirement, death of partners

or change of terms and conditions, etc., a fresh Deed of Partnership has to be duly executed

by the existing partners, and copy of such Deed along with Form L has to be submitted to the

Council for Reconstitution of the partnership firm.

7. When a partnership firm is dissolved, a copy of Deed of Dissolution of Partnership duly

executed by all the partners has to be submitted to the Council for its record.


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8. Whenever there is a change in the address of the Head Office or Branch Office of the partnership

firm, it is to be immediately intimated to the Council in Form L.

9. The Head Office or any Branch Office, if any, of the firm should be headed by a person who

is member of the Institute i.e. AICWA or FICWA.

10. No Constitution or Reconstitution of partnership firm is valid unless it is approved by the

Council of the ICWAI.

11. If the partner of a firm gets engaged in any salaried employment, he should immediately

retire from the partnership firm and intimate to the Institute immediately. Under such

circumstances, the remaining partners may reconstitute the firm by executing a fresh Deed of

Partnership and Form L.

1.4 Planning and Structuring the Cost Audit

1.4.1 Need for Planning an Audit

1.4.1.1 (a) The Cost Auditor should always plan to conduct an effective cost audit in an efficient and timely

manner. This is very necessary to attain objectives of the cost audit. Audit plan for new client will

be generally more detailed than in case of a repeat audit. In case of new audit, the cost auditor has

to collect all information about the company like nature of business, organization structure, key

personnel, accounting system etc. Similarly, he has to also collect information about other peers

in the industry, nature of problems etc. The details required shall be much less in case of a repeat

audit. The proper planning helps in:

(a) appropriate attention to all the areas for comprehensive audit;

(b) identification of key areas needing more attention;

(c) timely completion of work;

(d) optimum utilization of assistants;

(e) no overlapping and proper co-ordination between the work done by different assistants,

other auditors and experts.

1.4.2 Elements of Planning

1.4.2.1 Planning of cost audit involves:

(a) Familiarization about the company and applicable cost accounting record rules;

(b) Collection of all relevant information;

(c) Evaluation of internal control procedures and the system;

(d) Preparation of appropriate cost audit programme; and

(e) Audit of working papers and cost sheets.

1.4.2.2 Familiarization about the Company and Applicable Record Rules

1.4.2.2(a) It is very necessary for the cost auditor to familiarize himself with the requirements of


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Cost Accounting Records Rules for the class of the companies to which the company under audit

belongs. Similarly, the disclosure requirements as contemplated under the Cost Audit Report Rules

2001 should also be seen before actually designing the cost audit programme. This is necessary to

ensure that the audit programme includes the examination of all the relevant records required to

be maintained.

1.4.2.2(b) In addition to thes

cost audit mfa

Documents