Compliance Audit

A Complete Overview of Compliance Audit

Compliance audits form the bedrock of sound corporate governance, ensuring organizations adhere to laws, regulations, and internal policies. This article provides a detailed examination of compliance audits, drawing from statutory frameworks like the Companies Act, 2013. A compliance audit is a systematic review to confirm an entity’s operations align with applicable legal, regulatory, and policy requirements. It identifies deviations, assesses risks, and recommends corrective measures. In the Indian corporate context, these audits verify adherence to provisions such as Section 178 (Nomination and Remuneration Committee duties) and Section 197 (managerial remuneration limits), preventing penalties and enhancing transparency.

What is Compliance Audit?

  • An impartial assessment of procedures, controls, and documentation in comparison to predetermined standards is known as a compliance audit. Compliance audits prioritize regulatory compliance, such as making that NRC policies are reported in Board reports or that compensation does not exceed 11% of net earnings under Section 197, as contrast to financial audits, which concentrate on monetary correctness under Section 143.

  • It covers topics including director evaluations, grievance resolution, and policy implementation and is applicable to listed corporations, NBFCs, and other entities under SEBI/RBI supervision. The objective is to close gaps before outside regulators step in. For example, Section 178(2) gives the NRC the authority to establish performance evaluation procedures, which may be carried out by the Board, the NRC, or outside organizations. Audits confirm if these procedures are carried out through compliance reviews.

  • In more detail, compliance audits are not the same as statutory audits (financial accounts) or internal audits (operational efficiency). Using a “control-centric” perspective, they assess the efficacy of both design (is the policy in place?) and operation (is it adhered to?). In actuality, auditors cross-reference 20–30% of transactions—such as compensation approvals—against Section 198’s net profit computation technique, which does not include director compensation in gross profits. From policy creation to disclosure in yearly reports under Section 134(3), this strict methodology guarantees comprehensive coverage.

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Elements of Compliance Audit

Key elements include a structured framework ensuring thoroughness:

Authorities and Criteria
Standards and criteria
Laws (Companies Act sections 177/187), rules (SEBI LODR Regulation 19), policies (remuneration, framework). Criteria must be specific, measurable, and verifiable.
Documents
Board minutes, evaluation reports, records, policy disclosures, governance logs, internal audit attestations.
Sampling (statistical judgement)
Walkthroughs (end-to-end process tracing), control assessments (sample testing). For remuneration, this involves recalculating caps, single MD 5%, net profits; multiple <10%.
Testing framework
Follow-up
Authorities and Criteria
AUTHORITIES: Internal authorities include board (ultimate oversight per Section 134), Audit Committee (Section 177), NRC (Section 178), and Compliance Officers. External validators encompass Statutory Auditors (Section 143), Regulators (SEBI site visits), and Independent Firms (e.g., Big Four for special audits). The Board approves annual plans, while the Audit Committee coordinates execution.
CRITERIA: Criteria are the specific rules or standards used to check if the company follows laws. They act like a checklist. Companies Act provisions: NRC must have 3+ non-executive Directors, half independent (Section 178(1)); <11% net profits (Section 197).

Compliance Audit in Public Sector audits have certain elements

The Auditor

It represents the Indian Audit & accounts department and the individuals assigned to carry out audits. Nonetheless, officers and employees roles and duties for different audit functions are well defined.

The means of a hierarchical framework, when conducting compliance audits, auditors usually collaborate as a team using a variety of complementary talents. The auditor is in charge of organizing the audit, carrying it out, and producing a compliance audit report.

The responsible party

Represents the executive arm of government and/or the underlying hierarchy of public servants and organizations in charge of managing public monies and exercising legislatively controlled authority. The responsible party is in charge of the audit’s subject matter.

The intended users

Represent the people, companies, or groups of people for whom the audit report is prepared. The executive, which includes auditable entities and those charged, typically makes up the users in compliance auditing.

The final users of compliance audit reports are the legislature, the government, and the general public.

General Principles for Compliance Audit

Principles Diagram
CONFIDENTIALITY
MATERIALITY
OBJECTIVITY
PRINCIPLES
TIMELINES
INDEPENDENCE
CONSISTENCY

General Principles for Compliance Audit

Compliance Audit Process
General Principles and Annual Compliance Audit Plan
  • Consider principles with ethical significance
  • Consider principles directly relating to compliance audit process
  • Determine auditable activities, audit units and implementing units
  • Develop annual plan for compliance audit
Planning Compliance Audits
  • Determine compliance audit objectives and scope
  • Develop audit strategy and plan
  • Identify subject matter and criteria
  • Understand the entity and its environment
  • Understand internal controls
  • Establish materiality for planning purposes
  • Assess risk
  • Plan audit procedures
Performing the Audit and Gathering Evidence
  • Gather evidence through various means
  • Continuously update planning and risk assessment
  • Consider non-compliance indicating suspected unlawful acts
Evaluating Evidence and Forming Conclusions
  • Evaluate sufficiency and appropriateness of evidence
  • Consider materiality for reporting purposes
  • Form conclusions
  • Ongoing documentation, communication and quality control
Reporting
  • Prepare the report
  • Include entity responses where appropriate
  • Follow-up on previous reports

Compliance Audit in Public Sector audits have certain elements

The Auditor

It represents the Indian Audit & accounts department and the individuals assigned to carry out audits. Nonetheless, officers and employees roles and duties for different audit functions are well defined.

The means of a hierarchical framework, when conducting compliance audits, auditors usually collaborate as a team using a variety of complementary talents. The auditor is in charge of organizing the audit, carrying it out, and producing a compliance audit report.

The responsible party

Represents the executive arm of government and/or the underlying hierarchy of public servants and organizations in charge of managing public monies and exercising legislatively controlled authority. The responsible party is in charge of the audit’s subject matter.

The intended users

Represent the people, companies, or groups of people for whom the audit report is prepared. The executive, which includes auditable entities and those charged, typically makes up the users in compliance auditing.

The final users of compliance audit reports are the legislature, the government, and the general public.

Frequently Asked Questions (FAQ)

A compliance audit is important as it helps organizations identify non-compliance risks, avoid regulatory penalties, reduce legal exposure, and strengthen corporate governance.

The primary objectives are to ensure adherence to legal and regulatory requirements, evaluate the effectiveness of compliance controls, and recommend corrective actions where deficiencies are identified.

Compliance audits may be conducted by internal auditors, external auditors, compliance professionals, legal advisors, or independent experts, depending on regulatory requirements and organizational policies.

A compliance audit may cover statutory compliance, regulatory filings, corporate governance requirements, industry-specific regulations, internal policies, and contractual obligations.

The frequency depends on regulatory requirements, organizational risk profile, and industry practices, but it is generally conducted periodically or annually.

Management is responsible for ensuring compliance with laws and regulations and for implementing corrective actions based on audit findings.

Common outcomes include identification of compliance gaps, recommendations for corrective measures, improvement of internal controls, and enhanced regulatory readiness.

Yes, by identifying and addressing non-compliance issues at an early stage, a compliance audit helps reduce the likelihood of litigation, penalties, and enforcement actions.

Documents such as statutory registers, regulatory filings, licenses, contracts, internal policies, and compliance reports are typically reviewed.

It strengthens governance by promoting accountability, transparency, and adherence to ethical and legal standards within the organization.

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