Internal Audit Across Chennai

Section 138 requires prescribed classes of companies to appoint an internal auditor to conduct a periodic internal audit of the functions and activities of the company. The internal auditor may be a chartered accountant, a cost accountant, or such other professional as the Board decides, and may be an individual, a partnership firm or a body corporate. The auditor need not be an employee of the company. The Central Government prescribes the manner and intervals of the audit through rules made under sub-section (2). This is the operative provision that distinguishes internal audit from the statutory audit under Section 143 and the tax audit under Section 44AB of the Income-tax Act 1961.

Rule 13 sets out which companies must appoint an internal auditor. Every listed company is covered. An unlisted public company is covered if it had paid-up share capital of fifty crore rupees or more, or turnover of two hundred crore rupees or more, or outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more, or outstanding deposits of twenty-five crore rupees or more, during the preceding financial year. A private company is covered if turnover was two hundred crore rupees or more, or outstanding loans or borrowings from banks or public financial institutions were one hundred crore rupees or more. Under sub-rule (2) the Board, in consultation with the internal auditor and the audit committee, formulates the scope, functioning, periodicity and methodology.

Section 177 governs the Audit Committee, which prescribed companies must constitute. The committee's terms of reference expressly include evaluation of internal financial controls and risk management systems and reviewing the adequacy of the internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading it, reporting structure, coverage and frequency of internal audit. The committee also discusses with internal auditors any significant findings and follow-up. Where no audit committee exists, the Board discharges this oversight. This is why the internal audit report is directed to the audit committee or Board rather than filed with the Registrar.

The Companies (Auditor's Report) Order 2020 requires the statutory auditor to state whether the company has an internal audit system commensurate with the size and nature of its business, and whether the reports of the internal auditors for the period under audit were considered by the statutory auditor. An adverse or qualified comment here signals to lenders, investors and regulators that internal controls are weak. This clause is a practical driver for maintaining a documented, functioning internal audit even where the strict Rule 13 thresholds are borderline, because the statutory auditor must form and disclose a view.

The Institute of Chartered Accountants of India has issued the Framework Governing Internal Audits together with a series of Standards on Internal Audit (SIA) that guide the planning, evidence gathering, documentation, supervision and reporting of an internal audit assignment. These standards promote a risk-based internal audit approach, define the nature of assurance provided, and address internal controls, fraud consideration and communication with those charged with governance. While the SIAs are recommendatory for members, they represent the accepted professional benchmark and are frequently referenced when the Board or audit committee assesses the quality and independence of the internal audit function.

Section 143(3)(i) requires the statutory auditor to report on whether the company has an adequate internal financial controls system with reference to financial statements and its operating effectiveness. Although this is a statutory-audit reporting obligation, a robust internal audit function is the primary way management builds and tests those controls during the year. Internal audit findings on control design and operating effectiveness feed directly into management's own assessment and reduce the risk of a modified opinion. This connection explains why internal audit scope commonly maps to the internal financial controls over financial reporting framework.

In the case of a listed company, Section 134(5)(e) requires the directors' responsibility statement in the Board's report to confirm that the directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively. Internal audit provides the ongoing, independent evidence that lets directors make this representation with confidence. A weak or absent internal audit function leaves the Board exposed when it signs this statement, tying the internal audit engagement directly to directors' accountability.

Section 450 is the residuary penalty provision. Where a company or officer contravenes a provision of the Act, or a rule made under it, for which no specific penalty is separately provided, the company and every officer in default are liable to a penalty of ten thousand rupees, and in the case of a continuing contravention a further penalty of one thousand rupees for each day the contravention continues, subject to a maximum of two lakh rupees for a company and fifty thousand rupees for an officer. Because Section 138 and Rule 13 do not carry a bespoke penalty, failure to appoint an internal auditor when required is enforced through Section 450.