Classes of Companies Required to Appoint Internal Auditor

1. Every listed company must appoint an internal auditor without any threshold criteria.
2. Every unlisted public company must appoint an internal auditor if they meet any one of the following criteria during the preceding financial year:

• • Paid-up share capital of ₹50 crore or more
  • Turnover of ₹200 crore or more
  • Outstanding loans or borrowings from banks or public financial institutions exceeding ₹100 crore at any point of time
  • Outstanding deposits of ₹25 crore or more at any point of time

3. Private Companies: Must appoint an internal auditor if they meet any one of the following criteria:

• • Turnover of ₹200 crore or more during the preceding financial year
  • Outstanding loans or borrowings from banks or public financial institutions exceeding ₹100 crore at any point of time during the preceding financial year

Transitional Compliance: Existing companies covered under any of the above criteria must comply with Section 138 and Rule 13 within six months of the section’s commencement.

Qualification and Nature of Internal Auditor

• The internal auditor may be an individual, partnership firm, or body corporate.
• The internal auditor shall be:
  • Chartered Accountant (whether engaged in practice or not), OR
  • Cost Accountant (whether engaged in practice or not), OR
  • Such other professional as decided by the Board
• The internal auditor may or may not be an employee of the company, providing flexibility for companies to engage external professionals or designate internal employees.

Scope, Functioning, and Methodology

• The Audit Committee of the company or the Board (in absence of Audit Committee) shall determine the internal audit framework. The framework must be formulated in consultation with the Internal Auditor.
• Key Parameters to be Determined:
  • Scope: Areas, functions, and activities to be covered under internal audit
  • Functioning: Operational procedures and reporting mechanisms
  • Periodicity: Frequency and intervals of internal audit conduct
  • Methodology: Audit techniques, procedures, and approaches to be employed

Reporting and Governance Framework

• Reporting Line: Internal auditor conducts audits of the company’s functions and activities and reports to the Board (as per statutory requirement) or Audit Committee (as per governance practice).
• Board’s Role: The Board receives internal audit reports at prescribed intervals and takes necessary action on audit findings and recommendations.
• Audit Committee Involvement: Where constituted, the Audit Committee plays a crucial role in formulating the internal audit framework in consultation with the internal auditor and monitoring audit effectiveness.