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Business, Compliance

Audit, tax and payroll for your NRI-owned Indian company

You've heard your Indian company needs an audit, and you're not sure whether that's because of its size or something every company just has to do.

You own an Indian private limited company from abroad, and audit, the company's tax return and payroll keep getting mentioned together as if they were one thing. They aren't. A statutory audit is owed by every company whatever its size; a separate tax audit only applies once turnover crosses a threshold; the company files its own income-tax return; and if it pays salaries, it has to deduct and report payroll TDS quarterly. Each rests on the books being kept properly through the year. Pulling all of it together accurately, on time, while you're overseas is what a CA on the Indian side manages.
Last reviewed: 10 June 20269 min readReviewed by Preetesh Maloo, CA

The short answer

Every Indian company must have a statutory audit of its financial statements under the Companies Act, regardless of turnover. There is no minimum size below which a company escapes it. A separate tax audit under Section 44AB of the Income-tax Act applies only once the company's turnover crosses the prescribed threshold. The company files its own income-tax return (the corporate ITR) by its due date, and if it pays salaries it must deduct tax at source and file the payroll TDS return (Form 24Q) every quarter. All of it sits on properly maintained books, which can be kept and the filings run remotely.

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Statutory audit vs tax audit: two different things

The word "audit" gets used for two separate requirements, and confusing them leads founders either to over-worry or to miss one.

A statutory audit is required of every Indian company under the Companies Act, full stop. There is no turnover floor below which a company is exempt; a company that did almost no business still needs its financial statements audited by an independent chartered accountant. This is the audit that supports the AOC-4 financials filed with the ROC.

A tax audit under Section 44AB of the Income-tax Act is different. It is triggered by size. It applies once the company's turnover (or gross receipts) crosses the threshold set in the law. A small company below that threshold may have no tax-audit obligation at all, even though it still must have its statutory audit. The exact threshold figure has changed over the years and varies with conditions, so it's confirmed against the current rule rather than assumed.

AuditWho needs itTrigger
Statutory (Companies Act)Every companyAlways. Any turnover
Tax audit (Section 44AB)Companies over the limitTurnover above the threshold

The takeaway is simple: the statutory audit is unavoidable, while the tax audit depends on how much the company turned over. A company may need one, or both.

The company files its own tax return

A private limited company is a separate taxpayer from its shareholders and directors. It files its own corporate income-tax return, declaring its income at the company rate, entirely separate from your personal NRI return.

The due date depends on whether a tax audit applies. A company that needs a 44AB audit has a later filing deadline, because the audit report must be completed and filed before the return. Where no tax audit is required, the earlier due date applies. Filing your personal NRI return does nothing for the company's obligation; they are distinct returns on their own footing.

Quarterly payroll TDS on salaries (Form 24Q)

When your company pays a salary it must deduct tax at source from each employee's taxable pay, deposit it with the government, and report it quarterly on Form 24Q. The quarterly return reconciles salary paid and TDS deducted for each employee; at year end, the figures feed each employee's Form 16 : the TDS certificate they rely on for their own return. Get 24Q wrong or late and the employees' tax credits go wrong with it.

Payroll TDS is a recurring quarterly obligation, not an annual one, running alongside the company's other TDS duties (such as on vendor payments).

It all rests on the books being kept

None of the above works without proper books of account underneath. The statutory audit examines them, the tax audit (where it applies) reports on them, the company return is built from them, and the payroll TDS reconciles to the salary entries in them. Books kept properly through the year make every downstream filing routine; books left to year end make all of it a scramble.

For an overseas owner, all of this is a fully remote operation. Cloud accounting, shared documents and digital signatures mean the bookkeeping, the audit coordination, the company return and the quarterly 24Q can all be run with you abroad and a CA in India. You approving and signing, them preparing and filing.

The order is what matters: the books are kept current month by month, the audit is done after year end, the return follows the audit, and the payroll TDS runs on its own quarterly track throughout. Kept in that rhythm, the company's compliance is steady rather than a once-a-year emergency.

A worked example: why Rohan's company needs one audit, not two

Rohan, an NRI in London, owns an Indian private limited company, software for overseas clients, four employees in Bengaluru, ₹70 lakh turnover for FY 2025-26. He's been told the company "needs an audit" and assumes its size determines whether that's true. It doesn't. The two audits work on entirely different triggers.

The statutory audit applies regardless of turnover. Under the Companies Act 2013, every company has its financial statements audited by an independent CA (auditor appointed under Section 139). At ₹70 lakh or at zero, the statutory audit is owed; it supports the AOC-4 filed with the ROC.

The tax audit turns on size. Section 44AB triggers it only once turnover crosses ₹1 crore for a business (₹10 crore where cash receipts and payments each stay within 5% of total; ₹50 lakh for professions). Rohan's ₹70 lakh is below ₹1 crore, no tax audit for FY 2025-26. One audit, not two. Without a 44AB audit, the corporate ITR also falls on the earlier filing deadline.

Because the company pays salaries, the CA files Form 24Q each quarter and issues the team's Form 16 at year end, and confirms each year, against the actual turnover, whether the ₹1 crore mark has since been crossed.

What's involved

What the CA actually does

  1. 1

    We keep the books current through the year

    A CA maintains your company's books month by month on cloud accounting, sales, expenses, payroll, vendor payments, so the year-end audit and return are built on records that are already clean, not reconstructed in a rush.

  2. 2

    We bring in an independent CA firm for the statutory audit

    Section 144 of the Companies Act bars the CA who keeps your books from also being your statutory auditor, so we arrange a separate, independent practising CA firm for the audit itself, and where your turnover crosses the Section 44AB threshold, for the tax audit too, sequencing both so they're done before the return is due.

  3. 3

    We file the company's income-tax return

    We prepare and file the corporate income-tax return, separate from your personal NRI return, by its due date, with the audit report in place first where a tax audit applies.

  4. 4

    We run the quarterly payroll TDS and year-end Form 16

    Where the company pays salaries, we deduct and deposit the payroll TDS, file Form 24Q each quarter, and issue the employees' Form 16 at year end, so your team's tax credits are correct and on time.

What to have ready

Documents you'll typically need

  • The company's bank statements and transaction records for the year
  • Sales invoices and purchase / expense bills
  • Payroll details, salaries paid, employee PANs, and TDS deducted
  • Vendor payment records where TDS was deducted
  • Last year's audited accounts, tax-audit report and company return, for continuity
  • Access to the company's accounting software, if already in use
  • The company's PAN and TAN

References on this page

  • Statutory audit under the Companies Act, required for every company, any turnover
  • Section 44AB (tax audit, applies once turnover crosses the prescribed threshold)
  • Corporate income-tax return. The company files its own ITR
  • Form 24Q (quarterly payroll TDS return on salaries paid)
  • Maintenance of books of account. The backbone all the above rests on
  • Section 144, Companies Act 2013: an auditor cannot also render the company's accounting or bookkeeping services

Frequently asked questions

Common questions

Yes. A statutory audit under the Companies Act applies to every company regardless of turnover, so even a small or near-dormant company needs its financial statements audited by an independent CA. That's separate from a tax audit, which only kicks in once turnover crosses the Section 44AB threshold. Many small companies need the statutory audit but not the tax audit.

A statutory audit is required of every company under the Companies Act, whatever its size. A tax audit under Section 44AB of the Income-tax Act is triggered only when turnover crosses the prescribed threshold. One is universal; the other depends on how much the company turned over. A company can need just the statutory audit, or both.

It applies once the company's turnover or gross receipts cross the threshold set in the law. The exact figure has changed over the years and can vary with conditions, so rather than quote a number that may be out of date, we confirm the current threshold against your company's turnover before deciding whether a tax audit is owed.

Yes. The company is a separate taxpayer and files its own corporate income-tax return, quite apart from your personal NRI return. Filing yours does nothing for the company's, and vice versa. They're distinct returns to the same department, each on its own due date, which depends partly on whether a tax audit applies.

Form 24Q is the quarterly return for tax deducted at source on salaries. If your company pays salaries, it deducts TDS, deposits it, and files 24Q each quarter; the year-end figures feed each employee's Form 16. It's a recurring quarterly obligation, not an annual one, and it runs alongside the company's other TDS duties.

Yes. With cloud accounting, shared documents and digital signatures, the bookkeeping, arranging the audit, the company return and quarterly Form 24Q can all be run remotely. You approving and signing from wherever you are, your books CA preparing and filing in India. Keeping the books current month by month is what makes the remote setup work smoothly.

No, and it can't be. Section 144 of the Companies Act bars a company's statutory auditor from also providing it bookkeeping or accounting services, so these are always two separate engagements: one practising CA (or firm) keeps your books and files your returns, and a different, independent practising CA firm is engaged as your statutory auditor. We arrange both and keep them working to the same timeline, but they're never the same firm.

The exceptions that change the answer

Where the general rule stops applying to you

Every rule below has a carve-out, a cut-off date or a condition that flips the answer. These are the ones that decide real cases.

Income-tax return due dates

Right now: 31 July (non-audit) / 31 October (audit) / 31 December for belated or revised

Where it works differently

CBDT extends the date
Extensions are common and announced by press release. Never state a due date as immovable without checking the current year.
Administrative practice.
Carry-forward of losses is wanted
The ORIGINAL return must be within s.139(1). A belated return forfeits the carry-forward.
s.80.

Commonly got wrong

  • The deadline is always 31 July. It is frequently extended, and is 31 October for audit cases.State the base date and note that extensions happen.

Tax audit threshold

Right now: Business: Rs 1 crore turnover, or Rs 10 crore where cash receipts AND cash payments are each 5% or less. Profession: Rs 50 lakh

Where it works differently

An NRI has Indian business or professional income
The same thresholds apply. Residence is irrelevant to s.44AB.
The test is turnover, not status.
The 5% cash test is applied
BOTH receipts and payments must be within 5%. Failing either drops the limit back to Rs 1 crore.
Both provisos must be satisfied.

Commonly got wrong

  • The audit limit is Rs 10 crore for all businesses. Only where both cash receipts and cash payments are 5% or less; otherwise Rs 1 crore.Rs 1 crore, rising to Rs 10 crore only if cash receipts and cash payments are each within 5% of the total.

Need your Indian company's audit, return and payroll handled remotely?

Tell us your company's turnover and whether it pays salaries. A practising CA will scope the statutory and tax audits, the company return and Form 24Q on a free call, no obligation.

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