Keyor Infoware Private Ltd., a Bengaluru-based technology company, has grown significantly in the last decade, specializing in artificial intelligence, data analytics, and enterprise software solutions. Founded by a grou

Keyor Infoware Private Ltd., a Bengaluru-based technology company, has grown significantly in the last decade, specializing in artificial intelligence, data analytics, and enterprise software solutions. Founded by a group of IIT graduates, it now employs over 1,200 people and reported a turnover of ₹ 220 crore in the last financial year. The Company services global clients in sectors such as banking, healthcare, and e-commerce and is gradually emerging as a recognized player in the technology consulting space. However, the rapid growth has exposed the Company to several governance and risk management challenges. Recently, a fraudulent financial transaction was detected within the accounts department. An employee, in collusion with an external vendor, manipulated invoices and diverted funds over a period of six months. Although the fraud was identified and reported, the incident raised questions about the adequacy of internal controls and fraud prevention mechanisms. In another instance, the Company faced a major reputation risk when an overseas client posted negative feedback on social media regarding project delays. The post went viral within hours, leading to adverse commentary and speculation about the Company's delivery capability. The management realized that while technical expertise was its strength, Keyor lacked a robust framework for crisis communication and reputation management. In a subsequent Board meeting, directors emphasized the need for a structured risk assessment framework covering financial, operational, reputational, compliance and information security risks. They insisted that risk assessment should not be a one-time exercise but an ongoing process integrated into corporate governance practices. Further, with turnover at ₹ 220 crore and borrowings standing at ₹ 80 crore, the Board sought clarity on the applicability of internal audit provisions under the Companies Act, 2013 and whether the company was now statutorily required to appoint an internal auditor. The Board also appointed a Company Secretary with the mandate to strengthen governance and compliance mechanisms. Based on the above facts, answer the following questions: With reference to provisions of Companies Act, 2013, evaluate whether the Company is required to appoint an internal auditor.