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APPLICABILITY OF INTERNAL AUDIT CONT….
Companies Act - 2013
Particulars Listed
Companies
Unlisted public
Company
Private
Company
Paid share capital
Always
applicable
> 50 Crore N.A
Turnover Always
applicable
> 200 Crore > 200 Crore
Outstanding loans or borrowing from
banks or public financial institutions at
any point of time during the preceding
financial year.
Always
applicable
> 100 Crore > 100 Crore
Outstanding deposits at any point of
time during the preceding financial
year.
Always
applicable
> 25 Crore N.A.
An exiting company covered under any of the above criteria shall comply with the
requirement of section 138 and this rule with six months of commencement of such
section i.e. 1st April 2014.
Dr. B. K. Vatsaraj
Chartered Accountant 1
ELIGIBILITY OF APPOINTMENT OF IA
The internal auditor shall be either Chartered Accountant or Cost Accountant
or such other professional as may be decided by the board.
The internal auditor may or may not be an employee of the company.
“Chartered Accountant” shall mean a Chartered Accountant whether
engaged in practice or not – therefore, every registered member of the
Institute of Chartered Accountants of India is eligible for appointment as
Internal Auditor of company.
Thus, the board of company via the Audit Committee has been given freedom
to appoint any professional and competent person to be its internal auditor.
Statutory auditor appointed under section 139 of Act is not eligible to
provide the service of Internal audit whether rendered directly or indirectly
to the company or its holding company or subsidiary company.
Dr. B. K. Vatsaraj
Chartered Accountant 2
SCOPE AND FUNCTIONS OF IA
The scope and functions of Internal Auditors has not been
defined in Companies Act, 2013 nor in the Rules prescribed.
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 – Sub-rule 2 of Rule 13 of Companies (Accounts)
Rules, 2014.
Dr. B. K. Vatsaraj
Chartered Accountant 3
Clause 49 in Listing agreement
SEBI inserted clause 49 in the listing agreement, to
ensure good Corporate Governance, specially in view of
various scandals
Focused accountability on listed company managements
which are generally divorced from ownership
This is also known as Corporate Governance Clause
Dr. B. K. Vatsaraj
Chartered Accountant 4
Need for Corporate governance
Emerging Needs:
Sound Reporting of Financial situation and governance of the company
Building investors confidence
Providing motivating work environment
Compliance with laws & regulations
Compliance with contracts/covenants
Safeguarding shareholders interest
5
“Corporate governance is the acceptance by management
of the inalienable rights of shareholders as the true owners
of the corporation and of their own role as trustees” - N R
Narayana Murthy
Dr. B. K. Vatsaraj
Chartered Accountant
Why are SIA’s Introduced?
• To provide a benchmark for quality of services during an internal audit.
• With the introduction of SIA’s the ICAI aims to codify the best practices in the area of internal audit services.
7 Dr. B. K. Vatsaraj
Chartered Accountant
SIA The ICAI has Prescribed 18 Standards on internal audits, which have
been enumerated below: • SIA 1 : Planning an internal audit • SIA 2 : Basic principles governing Internal audit • SIA 3 : Documentation • SIA 4 : Reporting • SIA 5 : Sampling • SIA 6 : Analytical Procedures • SIA 7 : Quality assurance in internal audit • SIA 8 : Terms of internal audit engagement • SIA 9 : Communication with management • SIA 10: Internal audit evidence • SIA 11: Consideration of fraud in an internal audit • SIA 12: Internal control evaluation • SIA 13: Enterprise risk management • SIA 14: Internal audit in an information technology environment • SIA 15: Knowledge of the entity and it’s environment • SIA 16: Using the work of an expert • SIA 17: Consideration of laws and regulations in an internal audit. • SIA 18: Related Parties
8 Dr. B. K. Vatsaraj
Chartered Accountant
Types Of IA
• Operational Audits
• Financial Audits
• Information Systems Audits
• Compliance Audits
• Follow-up Audits
9 Dr. B. K. Vatsaraj
Chartered Accountant
Internal audit, thus can be positioned as a risk management tool to support top and middle management in their pursuits
10 Dr. B. K. Vatsaraj
Chartered Accountant
The Audit Process Model
Internal Audit
Knowledge
and Skills
Computers,
Software and
IIA Standards
Time and
Money
Reputation
for Integrity
and Fairness
Internal Audit
Practices and
Procedures
Analyses,
Appraisals,
Recommendations,
Counsel and
Information
Promote the
Effective use of
Internal Control
Supporting the
Organization in
the Discharge of
their
Responsibilities
INPUTS PROCESSES OUTPUTS OUTCOMES
12 Dr. B. K. Vatsaraj
Chartered Accountant
Characteristics Of An Internal Auditor
Care
Professional
Internal
Auditor
Integrity
Objectivity
Independence Competence
Confidentiality
Skills
13 Dr. B. K. Vatsaraj
Chartered Accountant
IA Planning
• Charter / Mandate
• Audit Plan
• Scope Determination
• Scope Review
• Resource Mobilisation
• Pre Preparation
14 Dr. B. K. Vatsaraj
Chartered Accountant
Critical areas that need to be focused
during an IA can be categorized
under these three spheres
People Process Technology
• Organization roles
and relationship
• Change in job
descriptions
• New KPIs and
performance
measurement
systems
• Technology
savviness
• Training on new
software
• Roles in ERP
• Internal controls in
a fully automated
environment
• Standard operating
procedures
• Customer accounts
reconciliation
status
• Inter-office
transactions
• Employee related
transactions like PF,
ESI
• IT Strategy vs.
Business growth
• Data conversion
• Mapping business
processes to IT
• Marrying standard
operating
procedures to
Oracle
functionalities
• IT Organization
• IT Controls –
authorization
Dr. B. K. Vatsaraj
Chartered Accountant 15
Process
• Treasury related
processes
• Bank
reconciliation
• Deposit of
customer
collection
• Inventory control
• Processes relating to
advances – control
account vs. subsidiary
ledgers
• MIS - Reporting
mechanisms, data
integrity etc
Process Process
• Control, valuation and
effective project
management relating
to Capital Work in
Progress
• Verification of capital
work in progress
• Assistance in Royalty
and Technical Know-
How Payments
• GOs – verification,
follow up and analysis
of consequential effect
on operational
transactions
• Taxation related
processes such as
• TDS
• Annual taxation
• Income
exemption
• Costing systems
Critical areas that need to be focused
during an IA can be categorized
under these three spheres
Dr. B. K. Vatsaraj
Chartered Accountant 16
KEY TAKEWAYS….
Board, management, independent directors are expected to seek
increased comfort from Internal Audit on areas of :-
Compliance;
Fraud;
Internal financial controls;
Corporate social responsibility;
Related party transactions
to comply with their fiduciary responsibilities.
Dr. B. K. Vatsaraj
Chartered Accountant
17
KEY TAKEWAYS…. CONT…
Many new companies, including mid-sized listed companies,
without structured IA set-up, are now required to comply with
Section 138
Internal auditors are now covered under class action suits
Potential use of IA documents as evidenced in class action suits
IA will be required to play an enhanced role in “Assurance
Coordination” - an activity to outline who provides assurance on
what aspects of the entire assurance universe
Dr. B. K. Vatsaraj
Chartered Accountant
18
The final word…
Internal audit may be performed across organizations and units and will have to be customized to the requirements of the auditee, but the process can be standardized and can be used as your brand identity.
19 Dr. B. K. Vatsaraj
Chartered Accountant
Whistleblower Responsibilities
It basically means a formulated complaint-making
process. It is also called the employee
“whistleblower” programs
The whistleblower process should be viewed as an
opportunity to strengthen the Board as an
independent counterbalance to management.
It is an opportunity to prevent or mitigate the effect
of misconduct and the resulting liability, as well as
to enhance the company’s reputation and boost
public in its business.
It is said amongst legal professionals that the
sooner one learns of the problem, the easier and
less costly it is to resolve it.
Dr. B. K. Vatsaraj
Chartered Accountant
20