Internal Audit · TVS Avenue Ambattur residential commercial corridor Pocket

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.

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 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.

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.

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.

What is Internal Audit and when is it required

Service overview

Internal Audit in Chennai () is delivered by qualified Chartered Accountants under Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014. We build the risk universe, score inherent and residual risk, present the heat map to your Audit Committee and design quarterly audit cycles around your highest-residual-risk processes — fully aligned with ICAI Standards on Internal Audit (SIA 110-740) and SIA 230 risk-based methodology.

Why internal audit matters for your business

CARO 2020 Sign-Off Smoothened

Internal audit work product made available to the statutory auditor in the format expected — Clause 3(xviii) consideration and Clause 3(xiv) adequacy reporting completed without delay.

Section 138 Statutory Compliance

For Chennai listed and threshold-bound entities, Section 138 read with Rule 13 compliance is fully discharged. No notice from ROC, no Section 450 general penalty exposure.

Audit Committee-Grade Quarterly Pack

Each quarter ends with a polished Audit Committee pack — risk dashboard, FCCC findings, management responses, closure status, fraud watch and KPIs. Directors come prepared, meetings move faster.

How the engagement runs end to end

Testing of Design (ToD)

Key controls identified per cycle — preventive, detective and corrective. Testing of Design through inspection of single instances and walkthrough confirmation. Design deficiencies (if any) raised immediately as significant deficiencies under ICAI Guidance Note IFC 2015 categorisation.

Testing of Operating Effectiveness (ToE)

Sample-based reperformance, observation and inspection of multiple instances per SIA 320 — daily controls 25 instances, weekly 5, monthly 2-3, quarterly 2, annual 1. Statistical sampling for ICFR, judgmental sampling for non-ICFR. Substantive and analytical procedures supplement ToE.

Engagement Scoping & Risk Universe

Section 138 applicability confirmed for the Chennai entity. Audit Committee or Board approval obtained for scope, periodicity and methodology under Rule 13(2). Risk universe of all business processes built — typically 30-60 processes mapped, with inherent risk scoring on likelihood and impact.

What FilingPro brings to the engagement

Section 138 Mandatory Triggers Tracked

Paid-up capital ≥ ₹50 crore, turnover ≥ ₹200 crore, borrowings ≥ ₹100 crore, deposits ≥ ₹25 crore — Section 138 thresholds tracked quarterly so Chennai entities never miss the appointment trigger.

Risk-Based Audit Methodology

Every engagement starts with a risk universe build, inherent versus residual risk scoring and Audit Committee-presentable heat map — high-risk areas get deep ToE, low-risk areas get analytical review. No checklist tick-box.

COSO 2013 Five Components Mapped

Control Environment, Risk Assessment, Control Activities, Information & Communication, Monitoring — every key control mapped to the COSO component for Chennai listed and Section 138 entities.

Store-level internal audit standardised cash and inventory controls for a {{area_name}} retail chain

Project internal audit strengthened billing and subcontractor controls for a {{area_name}} construction firm

Section 138 applicability review triggered first-time internal audit for a {{area_name}} auto-components maker

Risk-based internal audit tightened revenue-cycle controls for a {{area_name}} IT services company

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