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Companies Act, 2013 - Section 138
Strengthen controls. Manage risk. Stay ahead.

Internal
Audit

Governance · Risk Management · Process Improvement A tool for management - not just a compliance checkbox

An internal audit evaluates your company's internal controls, governance, and risk management processes - mandatory for certain classes of companies under Section 138 of the Companies Act, 2013, and a powerful management tool for everyone else. It's not about ticking a compliance box - it's about catching inefficiencies, fraud risks, and control gaps before they become bigger problems. We assess your applicability, define the right scope, and deliver actionable findings your Board can act on.

Team reviewing controls and process documentation around a table

SCOPING SESSION · AUDIT COMMITTEE CONSULTATION

ICAI REGISTERED • CHARTERED ACCOUNTANTS • CA VERIFIED
Applicability

Who needs an internal audit - and who's exempt

Section 138 applies by threshold, not by listing status alone. A few categories are carved out entirely - though we'd still recommend a voluntary review.

Mandatory under Section 138
LIST

All Listed Companies

Mandatory regardless of size or thresholds.

PUB

Unlisted Public Co.

Turnover ≥ ₹200 Cr or paid‑up capital ≥ ₹50 Cr.

PVT

Private Companies

Turnover ≥ ₹200 Cr or borrowings ≥ ₹100 Cr.

Exempt from Section 138 - voluntary audits still recommended
EXEMPT
OPC

One Person Companies

Specifically exempted under Section 138.

EXEMPT
SML

Small Companies

Capital ≤ ₹50L, turnover ≤ ₹2Cr, loans ≤ ₹1Cr.

EXEMPT
DCO

Dormant Companies

No active business - exempt from Section 138.

Scope of Work

What our internal audit covers

Internal Financial Controls (IFC)
Evaluation of the design and operating effectiveness of controls over financial reporting.
Operational Efficiency Review
Assessment of processes, workflows, and resource utilisation to identify inefficiencies.
Risk Identification & Mitigation
Mapping operational, financial, and compliance risks with practical mitigation recommendations.
Policy & Regulatory Compliance
Verification of adherence to internal policies and applicable external laws and regulations.
Fraud Risk Assessment
Identification of red flags and control weaknesses that could enable fraud or misstatement.
MIS & Reporting Reliability
Review of Management Information Systems for accuracy, timeliness, and decision‑readiness.
Segregation of Duties
Testing of authorisation matrices and approval workflows to prevent control overrides.
Board‑Ready Audit Report
A clear, actionable report presented to the Audit Committee or Board with prioritised findings.
How We Work

Our 5‑step process

01

Applicability & Scope Assessment

We determine whether Section 138 applies to you, and if not, recommend a scope tailored to your business needs and risk appetite.

02

Audit Planning with Audit Committee / Board

Scope, periodicity, and methodology are formulated in consultation with your Audit Committee or Board, as required by law.

03

Fieldwork & Process Walkthroughs

Our team reviews processes, interviews key personnel, and tests controls across selected functions and departments.

04

Findings & Risk Prioritisation

Observations are categorised by risk severity, with clear, practical recommendations for remediation.

05

Reporting to the Board

A structured Internal Audit Report is presented to the Board, with follow‑up tracking on action items.

Know the Difference

Internal audit vs statutory audit

AspectInternal AuditStatutory Audit
Governing SectionSection 138Section 143
Mandatory ForThreshold‑based companiesEvery registered company
Conducted ByCA, CMA, or Board‑approved professionalIndependent CA / CA firm (ICAI)
Reports ToAudit Committee / BoardShareholders at AGM, then ROC
Primary FocusControls, risk, operationsFinancial statement accuracy
FrequencyQuarterly / Half‑yearly / AnnualAnnual
Why It Matters - Even If Not Mandatory

A governance signal that pays for itself

Investor & Lender Confidence

Strong internal controls signal governance maturity - directly impacting valuation and term sheet negotiations at funding rounds.

Catch Problems Before They Scale

Identify fraud risks, process inefficiencies, and control gaps early - before they become costly to fix.

Stronger Financial Reporting

Better internal controls translate to cleaner books, fewer surprises during your statutory audit, and faster closings.

Voluntary Adoption, Real Edge

Even pre‑funding startups and growing private companies benefit from voluntary internal audits as a governance signal.

Builds a Scalable Foundation

Documented processes and controls make it easier to onboard new finance staff, auditors, and investors as you grow.

Minimalist boardroom table where audit findings are presented to the Board
BOARD‑READY · COMMITTEE‑REVIEWED · ACTION‑TRACKED
Risk

Penalty for non‑compliance

Section 450 - General Penalty

The Companies Act has no specific penalty clause for skipping a mandatory internal audit - but general Section 450 applies: an initial fine of up to ₹10,000 for the company and responsible officers, plus ₹1,000 for each additional day of continuing default. The offence is compoundable, but it's a flag that invites further regulatory scrutiny.

COMPANIES ACT 2013 • GENERAL PENALTY • SECTION 450