Internal Audit(Section 138) - Dividends & Audit, Company Law | Company Law - B Com

Internal Audit (Section 138)

There was no provision under the Companies Act, 1956 for Internal Audit. Section 138 of the Companies Act, 2013 came into force from 1st April, 2014 which provides for it. According to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014:

(a) Companies required to appoint Internal Auditor

(1) The following class of companies shall be required to appoint an internal auditor which may be either an individual or a partnership firm or a body corporate [As amended vide notification no. G.S.R. 742(E ) dated 27^th July, 2016], namely:

(a) every listed company.

(b) every unlisted public company having:

1. Paid up share capital of Rs 50 crore or more during the preceding financial year, or
2. Turnover of ` 200 crore or more during the preceding financial year, or
3. Outstanding loans or borrowings from banks or public financial institutions exceeding Rs 100 crores or more at any point of time during the preceding financial year, or
4. Outstanding deposits of Rs 25 crore or more at any point of time during the preceding financial year, and

(c) every private company having:

1. Turnover of Rs 200 crore or more during the preceding financial year, or
2. Outstanding loans or borrowings from banks or public financial institutions exceeding Rs 100 crore or more at any point of time during the preceding financial year.

(2) The Audit Committee of the company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit. 

(b) Transitional period

An existing company covered under any of the above criteria shall comply with the requirements of Section 138 and this rule within 6 months of commencement of such Section.

(c) Who is Internal Auditor​

• Internal Auditor shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. Here, the term Chartered Accountant shall mean a Chartered Accountant whether engaged in practice or not.
• The internal auditor may or may not be an employee of the company.