Internal audits are required to keep a company truthful, in accordance with regulations and protecting stakeholders’ interests. The Companies Act, 2013 provides guidelines on internal audit applicability to enhance corporate governance and efficiency in operations.
This article explores internal audit applicability under the Companies Act, 2013: important provisions, scope, qualifications of internal auditors, appointment procedure, types of internal audits and penalties for non compliance.
Internal Audit Applicability
The Companies Act, 2013 along with Rule 13 of the companies Rules, 2014 specify which companies are to undertake internal audits. The following entities must comply with Section 138:
Listed Companies
All listed Companies registered under the Companies Act must undertake internal audit requirements. This can help publicly traded businesses stay accountable and transparent to their regulators and shareholders.
Unlisted Public Companies
Unlisted private companies which fulfill any of the following criteria are carrying out internal audits:
- Annual Turnover: Companies with a turnover exceeding Rs 200 crore or greater yearly.
- Paid Up Share Capital: Companies that have at the very least Rs 50 crore paid-up share capital.
- Outstanding Deposits: Companies with outstanding deposits of Rs twenty five crore or more can do this at any time.
- Loans/Borrowings: Companies which have deposits and borrowings from banks and public finance institutions worth Rs 100 crore plus at once.
Private Companies
If the following requirements apply, private businesses have to perform internal audits:
- Annual Turnover: Companies with a turnover exceeding Rs 200 crore or greater yearly.
- Loans/Borrowings: Companies which have deposits and borrowings from banks and public finance institutions worth Rs 100 crore plus.
Scope of Internal Audit
The scope of internal audits is decided by the company’s board of directors and the audit committee, as per Rule 13 (2) of the Companies (Accounts) Rules, 2014. This particular rule enables the board and audit committee to establish approaches and strategies for internal audits, in line with the company’s requirements and risks.
Key Areas of Focus for Internal Audit
Internal audits usually deal with areas including:
- Risk Management: Assessing the company’s risk management framework and identifying possible risks.
- Internal Controls: Evaluating the effectiveness of internal controls for protecting assets and for making accurate financial reporting.
- Compliance: Conformity with regulatory and statutory requirements within the business.
- Operational Efficiency: Continually reviewing operational processes to identify improvement opportunities and cost savings.
- Financial Accuracy: Verification of financial records and reports.
Qualifications for Internal Auditors
The Companies Act, 2013, section 138 (1) specifies the qualifications of internal auditors. Companies appoint persons competent to conduct internal audits.
The following professionals are eligible to become internal auditors:
- Chartered Accountants: Those with a chartered accountant qualification – practicing or not.
- Cost Accountants: Persons certified as cost accountants, with or without practical experience.
- Others Professionals: The board might also appoint other professionals suited for the role.
Restrictions on Internal Audit Process
The statutory auditor can’t be appointed the internal auditor of the same company under Section 144 (b) of the Companies Act, 2013. This particular clause guarantees the independence of internal auditors and also stays away from conflicts of interest. An internal auditor might additionally be appointed by a competent employee of the company as per Rule 13 of the Companies (Accounts) Rules, 2014.
Process for Appointing an Internal Auditor
The Companies Act, 2013 gives a process for appointing an internal auditor. Steps for appointment are:
- Eligibility & Consent: The proposed internal auditor has to generate a certificate of eligibility and consent for appointment as per the Companies Act, 2013.
- Board Meeting: A board meeting has to be called to talk about and approve the internal audit’s appointment.
- Approval by Board: The board of directors are required to accept the appointment by resolution.
- Form MGT-14: A professional copy of the board resolution has to be submitted to the Registrar of Companies on Form MGT 14 under Section 117 of the Companies Act, 2013 together with the recommended fee.
- Appointment Letter: The internal auditor ought to be appointed by an official appointment letter.
Various types of Internal Audits
Internal audits are generally of several kinds concentrating on different facets of the business’s compliance and operations.
Investigation Audit
Investigation audits target specific departments or areas within the company to find errors or fraud. These kinds of audits are critical to uncover and correct irregularities.
Management Audit
Management audits assess the company’s organizational structure and working procedures. These audits validate that management methods are effective.
Performance Audit
Performance audits examine the performance of particular departments, teams or personnel. They recognize areas for improvement and boost productivity on the whole.
Operational Audit
Operational audits evaluate the performance and efficiency of different operations in the business. This includes checking data, security and management practices.
Technology Audit
Technology audits look at the company’s technology infrastructure – ensuring it is safe, effective and up to date. These audits limit risks related to technological advancements and cyber threats.
Compliance Audit
Compliance audits ensure compliance with all regulatory and statutory requirements. These audits are essential to avoid legal compliance and penalties.
Environmental Audit
Environmental audits evaluate the company’s environmental impact and then confirm compliance with environmental standards. These audits help the company to be sustainable and lower their environmental footprint.
Financial Audit
Financial audits check the accuracy and reliability of the company’s financial reports and records. These audits are vital for maintaining financial integrity and transparency.
Penalties for Non Compliance
The Companies Act, 2013 imposes penalties for non compliance with internal audit requirements to make sure compliance by companies.
- Initial Penalty: The company or responsible persons are penalized Rs 10,000 for non compliance.
- Continued Non-Compliance: A further Rs 1,000 daily penalty for continuing non compliance is levied as much as a maximum of Rs two lakh (for the company & Rs 50,000 for the liable officer).
Such penalties highlight the need to comply with internal audit requirements and the Companies Act, 2013.
Conclusion
Internal audit applicability under Companies Act, 2013 is important to understand for corporate governance, compliance and operational efficiency. The Act mandates internal audits for specific companies and defines clear methods and qualifications for internal auditors.
The applicability, appointment procedure, qualifications, scope, types of internal audits and penalties for non compliance are essential information for companies to keep effective internal controls and safeguard stakeholders’ interests.
FAQs
Which companies must undergo an internal audit?
Private companies having a turnover over Rs 200 crore or higher must perform an internal audit.
Is an audit compulsory under the Companies Act, 2013?
Yes, each company should do a legal audit under the Companies Act, 2013, whatever its turnover or size. This includes small companies and one-person companies.
Applicability of internal audit in accordance with Companies Act, 2013?
Internal audits apply to companies having a turnover exceeding Rs 200 crore a year plus outstanding loans or borrowings from financial institutions or banks over Rs 100 crore.
Do all businesses require an internal audit?
Not all businesses are legally obligated to do internal audits. Still, businesses should perform internal audits occasionally, ex- yearly, to ensure compliance and operational effectiveness.
What is the ceiling limit on audits under the Companies Act, 2013?
A company can carry out up to twenty audits under the Companies Act, 2013 (excluding audits for one person Companies, dormant Companies and small Companies with a paid up capital less than Rs 100 crore). A chartered accountant can do no less than thirty audits, which includes private company audits, based on ICAI guidelines.
