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Trisure India Ltd. v. A.F. Ferguson

03 November, 2025
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Trisure India Ltd. v. A.F. Ferguson (1987) — Auditor’s Duty & Negligence Explained in Easy English

Trisure India Ltd. v. A.F. Ferguson

Bombay High Court 1987 (1987) 61 Comp Cas 548 (Bom) Company Law • Audit ~7 min
Author: Gulzar Hashmi India Published: 2025-10-23 Slug: trisure-india-ltd-v-a-f-ferguson
Case hero: Trisure India Ltd. v. A.F. Ferguson — auditors and company accounts
PRIMARY_KEYWORDS: auditor’s duty, negligence, financial statements SECONDARY_KEYWORDS: reasonable diligence, timing of sales, company law India

Quick Summary

In Trisure India Ltd. v. A.F. Ferguson, the Bombay High Court discussed what auditors must do when company numbers look unusual. The case involved sales booked in one year while goods went out in the next year, which increased reported profits. The Court underlined a simple rule: management prepares accounts; auditors examine and report with reasonable diligence. Where figures raise doubt, auditors must apply their mind and ask questions.

Issues

  • Did the auditors fail to apply their mind and make needed inquiries?
  • Were the sales and other figures correctly shown?
  • Did the published report (year ended 31 Aug 1974) harm the company’s credibility or goodwill?
  • Would reasonable diligence have uncovered the manipulations?
  • Did the audit follow accepted accounting and auditing principles?
  • Has the company suffered damages, and are auditors liable to compensate?

Rules

Companies Act Auditors oversee the company’s financial reporting, access books and records, and give an independent opinion on financial statements. Management, not auditors, prepares the accounts and runs internal controls.

  • Auditors must understand the client’s accounts and internal controls enough to plan the audit, but they do not run the controls.
  • Where numbers look odd (e.g., year-end sales spikes), auditors must inquire and obtain support.
  • Standard: reasonable skill, care, and diligence consistent with accepted auditing principles.

Facts (Timeline)

View
Timeline image showing key dates in Trisure India Ltd. v. A.F. Ferguson
1960: Company incorporated in West Bengal as Indian Flange Mfg. Co. Ltd.; later renamed Tri-Sure India Pvt. Ltd.
Jan 1972: K. Shankar Hedge becomes whole-time director.
FY ending 31 Aug 1974: Large spike in profits; many sales booked close to year-end.
19 Feb 1975: Auditors’ report signed under then-applicable law; 20 Feb 1975: Accounts approved in AGM.
FY ending 31 Aug 1975: Again high profits with heavy sales in last quarter. Investigation reviews 38 delivery challans; some goods actually delivered after 31 Aug 1974 though sales were recorded earlier.
Investigation finding: Records allegedly manipulated by K. Shankar Hedge with help from several departments (sales, marketing, security, etc.).

Arguments

Appellant (Company)

  • Auditors failed to apply mind and verify year-end sales; correct figures were not reported.
  • Earlier publication hurt reputation and goodwill.
  • With reasonable diligence, auditors could have caught the timing mismatches and manipulations.

Respondent (Auditors)

  • Management prepares accounts and runs controls; auditors provide an opinion, not a guarantee.
  • Audit followed accepted principles; no red flags requiring deeper intrusion were visible at the time.
  • The later investigation showed internal manipulation spanning many departments, beyond normal audit scope.

Judgment

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Judgment visual for Trisure India Ltd. v. A.F. Ferguson

The Court noted that the fraud involved more than top management. Many departments played a role. The Court restated the auditor’s role: check whether the financial report fairly shows the true position and act with reasonable care. The case stresses that when documents show timing inconsistencies (like delivery after year-end but sales before year-end), the auditor should question and seek proof.

Ratio Decidendi

  • Auditors owe a duty of reasonable skill and diligence to judge whether statements fairly present reality.
  • Management has primary responsibility for preparation and internal control; auditors do not replace management.
  • Where simple checks reveal mismatches (delivery vs. billing dates), auditors must ask, examine, and verify.

Why It Matters

This case is a classroom classic for separating management responsibility and auditor responsibility. It guides how to handle year-end sales surges, cut-off testing, and credibility of published reports. For exams, remember: apply mind + reasonable inquiries + fair presentation.

Key Takeaways

  1. Auditors are watchdogs, not managers—but they must bark when numbers look odd.
  2. Cut-off testing around year-end is essential for sales and inventory.
  3. Reasonable care means asking for delivery proof, not blind reliance.
  4. Widespread internal manipulation can hide issues; auditors should stay professionally skeptical.

Mnemonic + 3-Step Hook

Mnemonic: “AIM FAIR”

  • Apply mind
  • Inquire on odd figures
  • Management prepares accounts
  • Fair presentation focus
  • Audit principles followed
  • Internal manipulation may exist
  • Reasonable diligence is the standard

3-Step Hook:

  1. Spot unusual year-end spikes.
  2. Trace delivery vs. billing dates.
  3. Document inquiries and evidence.

IRAC Outline

Issue

Did the auditors fail to exercise reasonable diligence and proper inquiry, leading to misstated sales and harm?

Rule

Auditors must apply mind, make inquiries when figures appear doubtful, and follow accepted auditing principles; management prepares accounts and maintains controls.

Application

Investigation showed sales recognition before delivery date. This called for cut-off checks and document verification. Such procedures help reveal manipulations across departments.

Conclusion

Auditors must show reasonable diligence aimed at fair presentation. When red flags arise, they should inquire and corroborate before accepting figures.

Glossary

Reasonable Diligence
Care and skill expected from a competent auditor in similar circumstances.
Cut-off Testing
Checking that sales and purchases are recorded in the correct accounting period.
Fair Presentation
Financial statements reflect the true state of affairs without misleading users.

FAQs

A pattern of year-end sales being recorded before actual delivery, which inflated profits and raised doubts about correctness of figures.

To state an opinion on whether the financial statements fairly show the company’s position, using reasonable skill and inquiry.

No. But when signs of misstatement appear, they must investigate enough to support or correct the reported figures.

Management. They prepare the statements and maintain control systems. Auditors examine and opine independently.

It neatly frames the auditor’s duty vs. management’s role and shows how basic tests can reveal misstated sales.
Reviewed by The Law Easy Company Law Auditing Evidence & Diligence

Comment

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