<On the Letter head of Client>

To,
_________________
Chartered Accountants
Address

Dear Sir,

We are required to get our audit done u/s 44AB of the Income Tax Act, 1961. We have prepared the information
to be disclosed in Form 3CD (including Annexure No. x to xx thereof) and submitted for the purpose of audit. With
reference to the Financial statements of the entity for the year ended March 31, 20XX as submitted to you for the
purpose of audit under section 44AB of the Income Tax Act, 1961, this representation letter is provided in
connection with your Tax Audit of A.Y 20XX-XX.

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

1. Our Permanent Account Number (“PAN”) and Tax Deduction Account Number (“TAN”) is XXXXXXX and XXXXXX
respectively. We do not hold any other PAN or TAN.

2. We have not opted for taxation u/s 115BAA of the Act

Or

We hereby confirm that for the AY 20XX-XX the company has decided to opt for taxation under section
115BAA of the Income Tax Act 1961.

3. There is no change in the nature of business since the last date of the preceding year.

4. Registration number or identification numbers, allotted to pay indirect taxes up to March 31, 20XX have been
disclosed in clause 4/Annexure 1 of Form 3CD.

Or

Registration number or identification numbers, allotted to pay indirect taxes up to March 31, 20XX are as
follows:

Sr. No Name of the duty/tax Registration number / Identification No.

1
2

We confirm that we are not registered under any law other than mentioned above.

5. We are liable to pay indirect taxes to the extent specified in Clause 4 of Form 3CD. We have taken registration
under the required indirect tax laws and the registration/ identification numbers are mentioned under that
Clause.

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6. We have maintained the books of accounts in respect of each of its business locations and kept at registered
office/administrative office as shown in Form 3CD under Clause 11(b).

7. There is no change in the method of accounting employed during current previous year as compared to that
prevalent in the immediately preceding previous year.

8. There is no effect on the profit of the company in view of applicability of provision of Income Tax Computation
and Disclosure standards except the adjustments reported in clause 13(e) of Form No.3CD which has effect
on the profit of the Company.

9. The information disclosed in clause 13(f) of Form No.3CD is in accordance with applicable Income Tax
Computation and Disclosure Standard and it is true and correct.

10. There is no deviation in the method of accounting employed in the previous year from the accounting
standards prescribed under section 145 of Income Tax Act, 1961 except as mentioned in Clause 14(b) of
Form 3CD.

11. There is no deviation in the method of valuation of Closing Stock as prescribed under section 145A other
than mentioned in Clause 14.

12. Amount reported under Clause 14(b) of Form 3CD is true and correct.

13. No capital asset has been converted into Stock-in-trade during the year.

14. We have not received / earned any amount, which is not credited to profit & loss account relating to
following items:

a) Items falling within the scope of section 28.

b) The Proforma credits, drawbacks, refund of duty of customs or excise or refund of sales tax, where
such credits, refunds or drawbacks are due by the authorities concerned.
c) Escalation claims accepted during the previous year.
d) Any other item of income.
e) Capital Receipts.
15. No personal expenditure has been debited to Statement of Profit & Loss/Profit and Loss Account. Further, it
is confirmed that charging of any expenses to the Statement of Profit & Loss/Profit and Loss Account is
either on the basis of contractual obligation or in accordance with the generally accepted business practices
and all expenses are incurred wholly and exclusively for the purpose of business and they are not in the
nature of personal expenditure.

16. The details of fixed asset and depreciation thereon as given in clause 18 of Form 3CD are correct.

17. The amount of cost of acquisition stated in fixed assets addition schedule at Clause-18(b) of Form 3CD has
been shown net of CENVAT / GST credit where credit is availed, while cost of acquisition is shown including
taxes where credit of same is not availed. No adjustment to the cost of acquisition is required on account of
exchange fluctuation, subsidy, grant except those made while computing tax depreciation under the said
clause.

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18. No amount has been paid to an employee as bonus or commission for services rendered, where such sum
was otherwise payable to him as profits or dividend.

19. The entity confirms that the Capital work in progress, as visible in the financial statements of the year under
consideration, will be put to use within a period of less than 1 year and therefore no interest relating to
General purpose borrowing is required to be capitalized as per applicable ICDS.

20. No other contributions were received from employees except those which are mentioned in clause 20(b) of
Form 3CD. The relevant details mentioned at the said clause are true and correct.

21. We have not debited any expenditure of capital and/ or personal nature to the profit and loss Account
except as disclosed in clause 21(a) of Form 3CD.

22. No expenditure has been incurred on advertisement in any souvenir, brochure, tract, pamphlet or the like
published by a political party.

23. No expenditure has been incurred at clubs being cost for club services and facilities used except as disclosed
in clause 21(a) of Form 3CD.

24. Expenditure has been incurred during the year by way of –

a. Penalty or fine has incurred for violation of any law for the time being in force are as follows.
Penalty on …… – Rs. …..
b. Any other fine or penalty which is not covered in point a)
c. For any purpose which is an offence, or which is prohibited by law,
except as mentioned in clause 21(a) of Form 3CD.

25. No amount is inadmissible under section 40 of the Income Tax Act, 1961 except as shown in 21(a) /(b) of
Form 3CD.

26. All payments relating to expenditure covered u/s 40A(3) of the Act read with Rule 6DD, were made either
by account payee cheque drawn on a bank or by account payee bank drafts. No payment has been made in
excess of Rs.10,000/- to persons other than transporters in cash or other than account payee cheques on a
bank or other than account payee bank draft in contravention of Section 40A(3) read with rule 6DD of the
Income tax Act, 1961 except as shown in clause 21(d)(A) of Form 3CD.

Or

No payment has been made in excess of Rs.10,000/- to persons other than transporters and Rs.35,000/- to
transporters in cash or other than account payee cheques on a bank or other than account payee bank draft
in contravention of Section 40A(3) read with rule 6DD of the Income tax Act, 1961 except as shown in clause
21(d)(A) of Form 3CD.

27. No sum has been paid which is not allowable under section 40A(9) of the Income Tax Act, 1961 .

28. No contingent liability has been debited to profit & loss account except as mentioned in clause 21(g) of
Form 3CD.

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29. No amount is inadmissible under the proviso to section 36(1)(iii) except as mentioned in clause 21(i) of
Form 3CD.

30. As mentioned in the audited account, the amount outstanding to Micro, Small and Medium Enterprises is
based upon the information received and available with the Company. Further we hereby confirm that the
Company has not paid any interest under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006 except as mentioned in clause 22 of Form 3CD.

31. There is no related party under section 40A(2)(b) except as reported in Clause 23 of Form 3CD.

32. No payment has been made to persons specified under section 40A(2)(b) except as mentioned in clause 23
of Form 3CD. All payments made to person(s) u/s 40A(2)(b) have been disclosed under the said clause.

33. No amount is deemed to be profit and gains under section 32AC or 33AB or 33ABA or 33AC except
mentioned in clause 24 of Form 3CD.

34. No amount of profit is chargeable to tax under section 41 of the Income Tax Act, 1961 except mentioned in
clause 25 of Form 3CD. Further amount mentioned in clause 25 is already credited to profit and loss
account and hence offered to tax.

35. There is no liability which pre-existed in the previous year but not allowed as deduction under section
43B(a),(b),(c),(d),(e),(f) and (g) as referred to in the preceding assessment year except as mentioned in
clause 26(A) of Form 3CD.

36. The amount as disclosed (in respect of any sum referred to in Section 43B(a),(b),(c),(d),(e),(f) and (g) as
referred to has been paid on or before the due date except as mentioned in clause 26(B) of Form 3CD.

37. Amount of Central Value Added Tax / Input tax credit/ Goods and Service Tax Credit availed of or utilized of
as mentioned in clause 27(a) of Form 3CD is true and correct.

38. There is no amount credited or debited to the profit and loss account as prior period Income/ Expenditure
except as mentioned in clause 27(b) of Form 3CD.

39. No amount of money received as advance or otherwise in the course of negotiations for transfer of capital
assets as per Section 56(2)(ix). Hence no disclosure is required in Clause 29(A) of Form 3CD.

40. No sum of money received without consideration exceeding the limit as mentioned in Section 56(2)(x).
Hence no disclosure is required in Clause 29(B) of Form 3CD.

Or

We have executed sale deed for purchase of land at located ….. bearing Survey no. …. We hereby confirm
that the same has been executed at a value higher than the stamp value of the said lands.

41. No amount has been borrowed on hundi nor is any amount due thereon as mentioned in clause 30 of Form
3CD.

42. No primary adjustments to transfer price has been made during the previous year as referred in Section
92CE(1) of Income Tax Act,1961.

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43. No expenditure has incurred during the previous year by way of interest or of similar nature exceeding one
crore rupees as referred to in sub-section (1) of Section 94B of Income Tax Act,1961.

44. We have not accepted or repaid any Loan/ Deposits except as mentioned in clause 31(a) of Form 3CD.

45. We have not received any amount exceeding the limit specified in section 269ST, in aggregate from a
person in a day or in respect of a single transaction or in respect of transactions relating to one event or
occasion from a person, during the previous year, otherwise than by a cheque or bank draft or use of
electronic clearing system through a bank account. Hence no disclosure is required in Clause 31(ba) of Form
3CD.

46. We have not received any amount exceeding the limit specified in section 269ST, in aggregate from a
person in a day or in respect of a single transaction or in respect of transactions relating to one event or
occasion from a person, by a cheque or bank draft, not being an account payee cheque or an account payee
bank draft, during the previous year. Hence no disclosure is required in Clause 31(bb) of Form 3CD.

47. We have not made any payments exceeding the limit specified in section 269ST, in aggregate to a person in
a day or in respect of a single transaction or in respect of transactions relating to one event or occasion to a
person, otherwise than by a cheque or bank draft or use of electronic clearing system through a bank
account during the previous year. Hence no disclosure is required in Clause 31(bc) of Form 3CD.

48. We have not made any payments exceeding the limit specified in section 269ST, in aggregate to a person in
a day or in respect of a single transaction or in respect of transactions relating to one event or occasion to a
person, by a cheque or bank draft, not being an account payee cheque or an account payee bank draft,
during the previous year. Hence no disclosure is required in Clause 31(bd) of Form 3CD.

49. The entity has not accepted any loan/deposit otherwise than by an account payee cheques or by account
payee bank draft or use of electronic clearing system through a bank account.

50. There is no brought forward or deprecation allowance from the previous years. Hence, no disclosure is
required in Clause32(a) of Form 3CD.

51. The entity has not entered into any speculative transactions, hence there is no speculation loss referred to
in Section 73 has been incurred except mentioned in clause 32(c) of Form 3CD.

52. No loss had been incurred referred to in section 73A in respect of any specified business u/s 35AD as
mentioned in clause 32(d) of Form 3CD.

53. There are no deductions which are admissible under chapter VIA or Chapter III (Section 10A, 10AA) except
as mentioned in clause 33 of the Form 3CD. The stated amounts are admissible as per the provision of the
Income Tax Act, 1961 and fulfils the conditions, if any, specified under the relevant provisions of Income Tax
Act, 1961 or Income Tax Rules, 1962 or any other guidelines, circular, etc, issued in this behalf.

54. We have complied with the provisions of Chapter XVIIB or Chapter XVII-BB of the Income Tax Act as under:

a. We have disclosed all the payments made on which the provisions of Chapter XVIIB (TDS) are
applicable under clause 34(a)

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 b. The amount reported column (4) of Table of Clause No.34(a) are true and correct as per the
information available with the Company.
c. Tax has been deducted/collected at source on all expenditure/payment/receipt in accordance with
the provision of the Act and payment thereof has been made within the time allowed as per
applicable income tax rule except as mentioned under clause 21 and clause 34
d. We have submitted the Statements of TDS on the due dates prescribed under the income Tax act
except as mentioned under clause 34(b) of Form 3CD
e. The statement of tax deducted/collected returns contains information about all transactions which
are required to be reported in the said returns except as stated under clause 34(b) of Form 3CD.
f. The calculation of interest on TDS under clause 34(c) is correct and it has been provided in the
books and paid before the finalization of the tax Audit except as stated in the said clause.
g. The company has shown the details of all transactions in the TDS/TCS returns except as otherwise
stated under clause 34(c).
h. During the year, the assessee has received certificates from XX payees wherein the tax department
has granted lower deduction on payment to be made to such payee as per the certificate. Out of
such XX parties, the company has entered into transactions with XX parties regarding which
necessary disclosure in respect of the payment made to XX parties has been made alongwith
certificate number while filing the TDS return. Whereas disclosure while making payment to XX
party has not been made in the TDS returns.

55. During the year the entity given advances to employees for incurring expenditure on behalf of the company
and the same is not in the nature of personal loan given to the employees. Accordingly, no perquisite
relating to interest is applicable on these transactions for TDS u/s 192 of the Act.

56. Disclosure requirement of quantitative details of principal items of goods traded under trading concern in
clause 35 (a) of Form 3CD is true and correct.

57. The quantitative details of principal items of goods manufacturing concern disclosed in clause 35 (b) of
Form 3CD are correct and to be considered as certified by the management.

58. The entity has not created any trust for the benefit of the employees.

59. Tax on perquisites is not borne by the entity in terms of provision of section 192(1A) read with section
10(10CC) of the Act.

60. No Cost Audit is carried out during the Financial Year 20XX-XX.

61. During the year Excise audit has been carried out for the period XX to XX. As per report dated XX there are
no disqualification or disagreement identified by the auditor.

Or

No Audit under Excise, Service Tax and VAT has been carried out during the year Financial Year 20XX-XX.

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62. During the year under consideration no audit was conducted under section 72A of the Finance Act,1994 in
relation to valuation of taxable services.

63. The Company was not required to file Form 61, Form 61A or Form 61B for the period.

64. Details regarding turnover, gross profit, etc. for the previous year and preceding previous year mentioned in
clause 40 are true and correct.

65. No demand was raised on us or any refund was issued to us during the previous year under any laws other
than Income-tax Act, 1961 and Wealth Tax Act, 1957 except as reported under clause 41.

66. During the year under consideration the company is not liable to furnish the report as referred to in sub-
section(2) of section 286.

67. It is not practicable/feasible to bifurcate total expenditure under various heads and compile the other
information required under this clause in view of huge number of transactions with different parties. Hence,
we are unable to furnish the details required for reporting under this clause 44 of Form 3CD.

68. The information furnished in Form 3CD and signed by us is true and correct to the best of our knowledge,
information and belief.

For Name of Client

Authorised Signatory

Date:
Place:

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Annexure I

TO WHOM SOEVER IT MAY CONCERN

This is to certify that during the Financial year 20XX-XX loans taken/ accepted or repaid through an account payee
cheques on a bank or account payee bank draft were in accordance with the provisions of Section 269SS and 269T
of the Income Tax Act, 1961. No loan has been taken/ accepted or repaid in cash or other than account payee
cheques on a bank or other than account payee bank draft in contravention of Section 269SS and 269T of the
Income Tax Act, 1961 except as otherwise stated under clause 31.

For Name of Client

Authorised Signatory

Date:
Place:

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Annexure II

TO WHOMSOEVER IT MAY CONCERN

This is to certify that physical verification of stock of raw material for the financial year 20XX-XX has been carried
out during the year under consideration.

As per stock records maintained by the company and considering such physical verification of raw material, the
principal item of raw materials constituting 10% or more of the total purchase value of raw materials is certified
as under:

Purchases Consumption Sales during

Opening
Item Name Unit during the during the the previous Closing Stock
Stock
previous Year previous year Year

For Name of Client

Authorised Signatory

Date:
Place:

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Annexure IV

TO WHOMSOEVER IT MAY CONCERN

This is to certify that physical verification of stock of finished goods for the financial year 20XX-XX was carried out
during the year.

As per the stock records maintained by the company and considering such physical stock verification, we certify
the movement of finished goods under:

Purchases Quantities Sales

Opening during the manufactured during the Closing
Item Name Unit
Stock previous during the previous Stock
Year previous year Year

For Name of Client

Authorised Signatory

Date:
Place:

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Annexure V

TO WHOMSOEVER IT MAY CONCERN

This is to certify that physical verification of stock of traded goods for the financial year 20XX-XX was carried out
during the year.

As per the stock records maintained by the company and considering such physical stock verification, we certify
the movement of finished goods under:

Purchases Quantities Sales

Opening during the manufactured during the Closing
Item Name Unit
Stock previous during the previous Stock
Year previous year Year

For Name of Client

Authorised Signatory

Date:
Place:

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