PQR Private Limited operates as a manufacturing company, generating a turnover of 150 crore and holds an outstanding loan of 75 crore from a public…

CA Intermediate · Corporate and Other Laws · RTP · May 2024
PQR Private Limited operates as a manufacturing company, generating a turnover of 150 crore and holds an outstanding loan of 75 crore from a public financial institution solely in the previous financial year (with a total loan availed of 110 crore, but 35 crore were repaid during the same year). The company's Board has delegated the authority to Chief Executive Officer (CEO) to designate an internal auditor to conduct internal audit. However, the CEO believes that the company is not legally obligated to have an internal auditor. Analyse the accuracy of the CEO's perspective by referring to the provisions outlined in the Companies Act, 2013. What would be your response if the Board of Directors wanted to appoint the Mr. Nagendra (an ex- employee who is a qualified Chartered Accountant) as an internal auditor?

Suggested Answer and Working Notes:

(a) According to the provisions of section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, every private company having- (A) turnover of 200 crore rupees or more during the preceding financial year; or (B) outstanding loans or borrowings from banks or public financial institutions exceeding 100 crore rupees or more at any point of time during the preceding financial year. shall be required to appoint an internal auditor which may be either an individual or a partnership firm or a body corporate. 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. The internal auditor may or may not be an employee of the company. Thus, PQR Private Limited is required to appoint an internal auditor as the outstanding loans from public financial institutions during the year have exceeded 100 crore (irrespective of the fact that the outstanding loan during the year is 75 crore rupees). Hence, the advice of CEO is not correct. Internal Auditor may be any professional as decided by the Board and may be even an employee of the company. Hence, the Board of Directors may appoint Mr. Nagendra, an ex- employee who is a qualified Chartered Accountant, as an internal auditor.

Topics: Accounts of Companies

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