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Microlesson · 5-min read

National Financial Reporting Authority (NFRA) – Constitution, Functions and Powers (Section 132)

# Section 132 – National Financial Reporting Authority (NFRA)

## 1. Constitution

The Central Government shall constitute the National Financial Reporting Authority (NFRA) by notification.

## 2. Functions of NFRA

1. Recommend accounting and auditing policies and standards to the Central Government for adoption.

2. Monitor and enforce compliance with accounting standards and auditing standards.

3. Oversee the quality of service of professions associated with ensuring compliance and suggest improvements.

4. Perform such other functions as may be prescribed (e.g., inspection of auditors of large companies).

## 3. Composition

PositionParticulars
ChairpersonPerson of eminence and having expertise in accountancy, auditing, finance or law
MembersSuch number as prescribed; can be full-time or part-time

Declaration by Chairperson and Members:

  • They must give a declaration regarding no conflict of interest and lack of independence.
  • They shall not be associated with any audit firm (including related consultancy firms) during the period of appointment and for 2 years after ceasing to hold office.

## 4. Powers of NFRA (Quasi-judicial)

  • Has the same powers as a Civil Court under the Code of Civil Procedure for:
  • Discovery and production of documents
  • Inspection of books and registers at any place
  • Enforcing attendance and examination on oath
  • Once NFRA initiates an investigation, no other authority can initiate or proceed with parallel action on the same matter.

## 5. Penalty for Professional or Other Misconduct

Where professional or other misconduct is proved:

PersonMinimumMaximum
Individual₹1,00,0005 × fees received
Firm₹10,00,00010 × fees received

Debarment of the member or firm from:

  • Being appointed as auditor, internal auditor or undertaking audit/valuation
  • Performing any other statutory function

for a period of 6 months to 10 years.

## 6. Rule 3 of NFRA Rules, 2018 – Class of Companies Covered

NFRA has jurisdiction over auditors of:

1. Companies whose securities are listed in India or outside India.

2. Unlisted public companies having:

  • Paid-up capital ≥ ₹500 crore, OR
  • Annual turnover ≥ ₹1,000 crore, OR
  • Aggregate outstanding loans/debentures/deposits ≥ ₹500 crore (as on 31st March of preceding FY).

3. Insurance, Banking, Electricity companies and other companies governed by special Acts.

4. Body corporates / companies registered outside India that are subsidiaries or associates of any Indian company above, if income/net worth of such subsidiary/associate exceeds 20% of the consolidated income or net worth of such Indian company.

5. Any body corporate or company referred to NFRA by Central Government in public interest.

## 7. Investigation – Rule 9 (Place)

NFRA may undertake investigation or audit quality review at the office of the auditor or any other place in India or outside India.

Worked example

### Example 1

Q. ABC Ltd is an unlisted public company with paid-up capital of ₹600 crore. Is its auditor under NFRA jurisdiction?

A. Yes. As per Rule 3 of NFRA Rules, an unlisted public company having paid-up capital of ₹500 crore or more is covered. Since ABC Ltd has paid-up capital of ₹600 crore (> ₹500 crore), its auditor is governed by NFRA.

### Example 2

Q. Mr. P, an Indian CA, retired as a member of NFRA on 1 April 2025. On 1 June 2026 he wants to join an audit firm as partner. Can he?

A. No. A member of NFRA cannot be associated with any audit firm during appointment and for 2 years after ceasing to hold office. Since only ~14 months have passed since 1 April 2025, he must wait until 1 April 2027.

⚠️ Common exam mistakes

  • Confusing NFRA jurisdiction (auditors) with company-level compliance – NFRA acts against auditors/professionals, not the company.
  • Forgetting that the 2-year cooling period applies after ceasing to hold office, not from appointment.
  • Missing the threshold of 20% for foreign subsidiaries/associates under Rule 3.
  • Assuming all private companies are covered – only specified public/listed/special-act companies fall under NFRA.
Bare-Act text Section 132 read with Rule 3 & Rule 9 of NFRA Rules, 2018 · Companies Act, 2013 · click to expand
Section 132(1): The Central Government may, by notification, constitute a National Financial Reporting Authority to provide for matters relating to accounting and auditing standards under this Act. Section 132(2): Notwithstanding anything contained in any other law for the time being in force, the National Financial Reporting Authority shall – (a) make recommendations to the Central Government on the formulation and laying down of accounting and auditing policies and standards for adoption by companies or class of companies or their auditors; (b) monitor and enforce the compliance with accounting standards and auditing standards in such manner as may be prescribed; (c) oversee the quality of service of the professions associated with ensuring compliance with such standards, and suggest measures required for improvement in quality of service and such other related matters as may be prescribed.
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