Company law and LLP · Annual filings and ROC
Does a small private company need a statutory audit?
Short answer
Yes. Every company registered under the Companies Act must have its financial statements audited every year, whatever its size or turnover, even if it did no business. Small companies get relief in what the auditor reports on: CARO 2020 and the report on internal financial controls do not apply, and auditor rotation is not required. The first auditor is appointed by the board within 30 days of incorporation.
The audit is compulsory
The Companies Act has no turnover limit for statutory audit. A company with nil turnover still needs audited financial statements to file AOC-4. This is different from an LLP or a partnership firm, where audit depends on turnover.
Appointing the auditor
- First auditor: appointed by the board within 30 days of incorporation. If the board does not, the members appoint one within 90 days.
- Later auditors: appointed at the first AGM, for a term of five years, with ADT-1 filed within 15 days.
- The auditor must be a Chartered Accountant in practice or a firm, and must not be disqualified under section 141, for example by being related to the company or holding its shares.
What small companies are spared
| Requirement | Small company |
|---|---|
| CARO 2020 report | Not applicable |
| Auditor's report on internal financial controls | Not applicable (also exempt: private companies with turnover below ₹50 crore and borrowings below ₹25 crore) |
| Rotation of auditors | Not applicable |
| Cash flow statement | Not required in the financial statements |
What still applies to everyone
- The audit follows the Standards on Auditing.
- Audit trail: since 1 April 2023, accounting software must keep an edit log that cannot be disabled, and the auditor reports on it.
- The auditor reports on the matters in section 143(3), including whether proper books are kept.
- The auditor of a company cannot provide services barred by section 144, such as bookkeeping or internal audit, to that company.
Tax audit is separate
A company with turnover above the income-tax limit also needs a tax audit under section 63 of the Income-tax Act, 2025 (formerly 44AB). See tax audit limits.
Legal basis
- Sections 139, 143 and 144, Companies Act, 2013
- Companies (Audit and Auditors) Rules, 2014; Companies (Accounts) Rules, 2014 (audit trail)
- Companies (Auditor's Report) Order, 2020
Official sources
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