The Companies Act does not contain a provision making the internal audit compulsory for any Company. However, as per Companies (Auditor's Report) Order, 2003 (CARO), point 4 read in conjunction with clause (vii) reads "Matters to be included in the auditor's report. - The auditor's report on the account of a company to which this Order applies shall include a statement on the following matters, namely:
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in the case of listed companies and/or other companies having a paid-up capital and reserves exceeding Rs.50 lakhs as at the commencement of the financial year concerned, or having an average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, whether the company has an internal audit system commensurate with its size and nature of its business".
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Hence, an Internal Audit is not mandatory for a private limited company and it is the choice of the management to get it done (There are exceptions such as SEBI / IRDA regulations making it mandatory for stock brokers/trading members/clearing members/insurers). Although, private limited companies meeting any one of the following criteria have to specify whether an adequate Internal Audit System is in place:
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Paid up capital and reserves exceeding Rs. 50 Lakhs at the commencement of the financial year concerned
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Average annual turnover exceeding Rs. 5 Crores for a period of three consecutive financial years immediately preceding the financial year concerned