Chartered Accountants in India, working with clients across the USA

Controls documentation for India and the US

Risk control matrix (RCM) for Indian IFC reporting and US SOX programmes

A risk control matrix sets out, process by process, what could go wrong in your financial reporting and the controls that stop it. We build and test RCMs for Indian companies and for the Indian entities of US groups, so one set of documentation supports both Companies Act reporting and your SOX programme.

Indian requirement
Sections 134(5)(e) and 143(3)(i), Companies Act
Indian guidance
ICAI Guidance Note on audit of IFC
US requirement
SOX section 404 for US-listed groups
Common framework
COSO Internal Control, 2013

Risk control matrices in India: what they are and how to build one that works

A risk control matrix (RCM) is a structured document that links each business process to the risks that could cause errors in the financial statements, and to the controls that address those risks. It is the backbone of internal financial controls (IFC) reporting under Indian company law and of Sarbanes-Oxley (SOX) compliance for US-listed groups.

What a risk control matrix contains

Each row of an RCM describes one risk and the control that addresses it. A typical RCM records:

  • Process and sub-process, such as procure to pay, invoice processing
  • Risk, what could go wrong, for example a payment to a vendor that does not exist
  • Financial statement assertions affected, such as existence, completeness, accuracy or cut-off
  • Control description, what is done, by whom, how often and with what evidence
  • Control attributes: preventive or detective, manual or automated, key or non-key
  • Control owner and frequency
  • Test procedure, how the control will be tested and what evidence is needed
Sample RCM rows. A full RCM for a mid-sized entity often has 80 to 200 controls.
ProcessRiskControlType
Procure to payPayments to fictitious or unapproved vendorsNew vendors and bank detail changes approved by the finance manager after checking PAN, GST registration and a bank letterPreventive, manual
Order to cashRevenue recorded in the wrong periodMonth-end review of deliveries and service completion against invoices, signed off by the controllerDetective, manual
Record to reportUnauthorised or incorrect journal entriesJournals above a set amount require approval in the system before postingPreventive, automated
PayrollPayments to employees who have leftMonthly reconciliation of payroll to HR joiners and leavers, reviewed by HR and financeDetective, manual
IT general controlsUnauthorised access to the ERPQuarterly user access review by process owners, with changes made by ITDetective, manual

Internal financial controls under Indian law

Three provisions of the Companies Act, 2013 drive IFC documentation in India:

  • Section 134(5)(e): in a listed company, the directors' responsibility statement must confirm that the directors have laid down internal financial controls, and that they are adequate and operating effectively.
  • Section 143(3)(i): the statutory auditor reports on whether the company has adequate internal financial controls over financial reporting and whether they operate effectively. Small companies, one person companies, and private companies with turnover below ₹50 crore and borrowings below ₹25 crore are exempt.
  • Section 177(4)(vii): the audit committee evaluates internal financial controls and risk management systems.

The ICAI Guidance Note on Audit of Internal Financial Controls over Financial Reporting sets out how auditors test IFC, and most companies document their controls in an RCM so the auditor can follow and test them. Since April 1, 2023, auditors also report on whether the company's accounting software keeps an audit trail that cannot be disabled, which links closely to IT general controls.

SOX 404 for Indian entities of US groups

Section 404 of the US Sarbanes-Oxley Act requires management of a US-listed company to assess its internal control over financial reporting each year, and for larger filers, the external auditor attests to it. If an Indian subsidiary or capability centre is material to the group, or processes transactions for other entities, its controls are in scope.

Indian IFC reporting

  • Companies Act sections 134, 143 and 177
  • ICAI Guidance Note on IFC
  • Report by the Indian statutory auditor
  • Financial year to March 31

US SOX 404

  • Management assessment and, for larger filers, auditor attestation
  • PCAOB auditing standards for the attestation
  • Testing to the group's year end, often December 31
  • Deficiencies rated up to material weakness

Capability centres that provide services to many group entities, or to outside clients, may also be asked for a service organisation controls report. In India these reports are issued under ICAI's SAE 3402. We can help you get ready for such a report; the report itself is issued by the assurance provider your group or customers choose.

How we build and test an RCM

1. Scoping

We use materiality and risk to identify the significant accounts, the processes that feed them and the locations in scope, in line with your group's scoping if you are part of a US group.

2. Walkthroughs and documentation

We walk through each process with the people who run it, follow a transaction from start to finish, and document it in a narrative or flowchart. Where written procedures are missing, our SOP implementation team can help.

3. Risk and control mapping

We identify what could go wrong at each step and the controls that address it, and record them in the RCM. We also document entity-level controls, IT general controls and a segregation of duties analysis.

4. Design and operating effectiveness testing

We first check whether each control is designed to address the risk, then test samples to see whether it operated throughout the period. Sample sizes follow the control's frequency.

5. Deficiencies and remediation

We evaluate any failures, rate them as deficiencies, significant deficiencies or material weaknesses, and help process owners fix them before year end. Where processes themselves need redesign, business process re-engineering may help.

Entity-level controls and IT general controls

Entity-level controls

Entity-level controls work across the whole organisation. They include the tone set by the board and management, the code of conduct and anti-bribery policies, the vigil mechanism, delegation of authority, the risk assessment process, the financial close and the oversight provided by the audit committee and internal audit. Weak entity-level controls make process controls harder to rely on.

IT general controls

  • Access: joiners, movers and leavers, privileged users and periodic access reviews
  • Change management: how changes to the ERP, interfaces and reports are approved, tested and moved to production
  • Operations: batch jobs, interfaces, backups (including the daily backup on servers in India) and incident handling
  • Audit trail: whether the accounting software keeps an edit log that cannot be disabled, which the statutory auditor reports on

Segregation of duties

Segregation of duties means no single person can both carry out and conceal an error or fraud. In smaller Indian entities with lean finance teams, full segregation is not always possible, so compensating controls such as independent reviews become important.

Typical conflicts found in small and mid-sized Indian entities.
ConflictWhy it mattersPossible compensating control
Create vendor and approve paymentA user could set up a fake vendor and pay itMonthly review of new vendors by someone outside accounts payable
Post journals and approve themErrors or manipulation could go unreviewedSystem-enforced approval above a threshold, plus a review of all manual journals
Maintain payroll data and release salariesGhost employees or unauthorised increasesHR-to-payroll reconciliation reviewed by finance
Record receipts and reconcile bankCash could be diverted and hiddenBank reconciliations reviewed by the controller

Where testing finds that a conflict has been exploited, the matter may need a forensic audit. For high-volume payments, a monthly concurrent review adds another layer of checking.

Why a good RCM pays off

  • Smoother statutory audits, because the auditor can rely on documented controls
  • A clear basis for the internal audit plan and testing
  • Fewer errors and losses, and quicker detection of fraud
  • Directors and audit committees can support their statements with evidence
  • Easier integration of Indian entities into a US group's SOX programme
  • Better handovers when finance staff change

Common RCM mistakes

  • Copying a generic template that does not match how the business actually works
  • Describing controls vaguely, such as "management reviews payments", without saying who, how often and what evidence is kept
  • Listing too many key controls, which makes testing expensive without reducing risk
  • Ignoring IT general controls, even though automated controls depend on them
  • Not updating the RCM when systems, people or processes change
  • Treating the RCM as a one-off document instead of a living part of the governance framework

Tax and compliance controls in the RCM

Many Indian control failures are about tax and compliance rather than accounting. Including them in the RCM helps the tax audit as much as the statutory audit:

  • TDS deduction and deposit by the due dates, reconciled monthly with the books
  • GST input credit claimed only when it appears in supplier filings, and returns reconciled with the ledger, supported by GST reviews
  • Payments to MSME suppliers within the time the law allows
  • Intercompany charges in line with the transfer pricing policy
  • Inventory counts and reconciliation with bank stock statements, supporting any stock audit
  • Filings with the Registrar of Companies and the RBI tracked against a compliance calendar

Who our RCM and controls work is for

Companies that must report on internal controls in India, the US, or both.

  • Indian entities of US-listed groups

    Subsidiaries and capability centres in scope for SOX 404.

  • Listed and large Indian companies

    Companies whose directors and auditors report on internal financial controls.

  • Companies preparing to list or raise funds

    Businesses building controls before an IPO or a major investment.

  • Private companies above the IFC limits

    Companies with turnover of ₹50 crore or more, or borrowings of ₹25 crore or more.

How an RCM engagement runs

From scoping to tested, auditor-ready controls documentation.

  1. 1

    Scope

    We identify significant accounts, processes and locations using materiality and risk.

  2. 2

    Walkthroughs

    We walk through each process with its owners and document how it works.

  3. 3

    Build the RCM

    We map risks, assertions and controls, including IT and entity-level controls.

  4. 4

    Test

    We test design and operating effectiveness, using samples based on control frequency.

  5. 5

    Remediate

    We rate deficiencies, agree fixes with owners and retest before year end.

Information we need

  • Organisation chart and roles
  • Delegation of authority
  • Existing policies and SOPs
  • Chart of accounts and trial balance
  • ERP user access lists
  • Group SOX templates, if any
  • Previous auditor management letters
  • Previous IFC or SOX test results
  • System and interface list
  • Segregation of duties rules

What you receive

  • Process narratives or flowcharts
  • Risk control matrix for each process
  • Entity-level and IT general controls documentation
  • Test results with evidence
  • Deficiency log with ratings and owners
  • Remediation plan and retest results

Risk control matrix questions

General guidance only. Rules change and every case is different, so please speak to us before acting on it.

Ask a question

A risk control matrix is a document that lists, for each business process, the risks that could cause errors in the financial statements and the controls that address them, with details of who performs each control, how often and how it is tested.

The law does not use the term, but listed companies must confirm their internal financial controls, and auditors of most companies must report on them. An RCM is the usual way to document those controls so they can be tested.

One person companies, small companies, and private companies with turnover below ₹50 crore and borrowings below ₹25 crore throughout the year, provided they have not defaulted on certain filings.

Yes. If it is built to the group's SOX standards and also covers the Indian requirements, one set of documentation and testing can serve both.

COSO's Internal Control – Integrated Framework (2013) sets out five components of internal control and 17 principles. Most US-listed companies use it for SOX, and it is commonly used for Indian IFC too.

It depends on the size and complexity of the business. A mid-sized entity often has between 80 and 200 controls, of which a smaller number are key controls that are tested.

They are controls over the IT environment, such as user access, change management, backups and operations. Automated controls and system reports can only be relied on if IT general controls work.

At least once a year, and whenever systems, processes, people or business activities change significantly.

Build controls documentation that works in India and the US

Tell us about your Indian entity, your systems and whether you're part of a US SOX programme. We'll suggest a scope and timeline.

This page is general information about audit and assurance requirements in India and is not professional advice for your situation. Thresholds, forms and due dates change; please confirm the position for your entity before acting.