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Microlesson · 5-min read

NFRA — Powers, Punishments, Companies Governed & Reporting (Section 132)

# National Financial Reporting Authority (NFRA) — Section 132

NFRA is the apex regulator that oversees auditors of certain classes of companies, ensures audit quality, and enforces accounting & auditing standards.

## 1. Powers of NFRA

NFRA has the same powers as a civil court in respect of:

PowerScope
Summoning & enforcing attendanceOf any person, examination on oath
Discovery & productionOf books, registers, documents
InspectionOf any books or registers at any place
Issuing commissionFor examination of witnesses

## 2. Punishment where misconduct is proved

Where professional or other misconduct is proved, NFRA may pass an order:

### (a) Penalty

TypeMinimumMaximum
Individual₹1 lakh5 × fees received
Firm₹5 lakh10 × fees received

### (b) Debarring from practice

The member/firm may be debarred from being appointed as auditor or internal auditor or doing valuation for a period of:

  • Minimum: 6 months
  • Maximum: 10 years (as NFRA may decide)

## 3. Appeal

Any person aggrieved by an order of NFRA → Appeal to NCLAT (National Company Law Appellate Tribunal).

## 4. Classes of Companies / Bodies Corporate governed by NFRA

NFRA may investigate auditors of the following:

1. Listed companies — listed on any stock exchange in India or outside India.

2. Unlisted Public Companies (UPCs) having on 31.03 of immediately preceding FY any of:

  • Paid-up share capital ≥ ₹500 crore, OR
  • Turnover ≥ ₹1,000 crore, OR
  • Aggregate of outstanding loan, debenture or deposit ≥ ₹500 crore.

3. Insurance, Banking, Electricity companies or companies governed by a Special Act.

4. Any Body Corporate or company on a reference made by Central Government in public interest.

5. Body Corporate incorporated outside India which is a subsidiary / associate of any of the above, if income or networth of such subsidiary/associate exceeds 20% of the consolidated income / networth.

> If a company falls below the threshold for 3 consecutive years, NFRA stops governing it.

## 5. Additional points

  • Head office of NFRA — New Delhi.
  • Books of account — kept in form as prescribed.
  • Audit — by Comptroller & Auditor General (C&AG).
  • Annual report for each FY → placed before both Houses of Parliament.

## 6. Reporting to NFRA

### (i) Auditor of company governed by NFRA

  • Within 15 days of appointment, the auditor shall file a return (Form NFRA-1) intimating NFRA of his appointment.

### (ii) Every body corporate in India

  • Shall file a return with NFRA on or before 30th November each year.

Memory Hook — Companies under NFRA: "Listed + Big UPC + Special Act + CG reference + Foreign subsy (>20%)"

Worked example

### Example 1

Example 1 (Classes governed): XYZ Ltd is an unlisted public company with PUSC ₹600 crore as on 31.03.2025. Question — Is its auditor governed by NFRA for FY 2025-26?

Answer: Yes. UPC with PUSC ≥ ₹500 crore on 31.03 of immediately preceding FY is covered. NFRA governs its auditor.

### Example 2

Example 2 (Foreign subsidiary): A Inc., USA, is a subsidiary of B Ltd. (listed in India). Income of A Inc. = ₹400 crore; consolidated income of B Ltd. = ₹1,500 crore. Is A Inc.'s auditor under NFRA?

Answer: Income of subsidiary as % of consolidated income = 400/1500 ≈ 26.67% (> 20%). Hence A Inc., though incorporated outside India, falls within NFRA jurisdiction.

### Example 3

Example 3 (Penalty): CA. P, an individual, received audit fee of ₹3 lakh from a company. NFRA proves professional misconduct.

Answer: Penalty range — Minimum ₹1 lakh; Maximum = 5 × ₹3 lakh = ₹15 lakh. Additionally, debarment for 6 months to 10 years possible.

### Example 4

Example 4 (Falling below limit): UPC ABC had PUSC ₹600 cr in FY 2021-22 but only ₹300 cr in FY 2022-23, 2023-24 and 2024-25. Is it still under NFRA?

Answer: No. As it fell below threshold for 3 consecutive years, NFRA ceases to govern it.

⚠️ Common exam mistakes

  • Confusing the appellate authority — appeal lies to NCLAT, not NCLT or High Court.
  • Applying the ₹500 cr / ₹1,000 cr thresholds to private companies — they apply only to Unlisted Public Companies.
  • Forgetting that 'loan + debenture + deposit ≥ ₹500 cr' is one of the alternative UPC tests (any one is enough — they are 'OR' criteria, not cumulative).
  • Mixing up penalty multiples — Individual is fees; Firm is 10× fees. Minimums are ₹1 lakh and ₹5 lakh respectively.
  • Stating debarment as 'up to 5 years' — correct maximum is 10 years; minimum is 6 months.
  • Forgetting Form NFRA-1 (auditor's return) is due within 15 days of appointment, not annually.
  • Assuming the 20% threshold for foreign subsidiaries is based on profit — it is based on income or networth vs consolidated income or networth.
  • Saying NFRA reports go to CAG — Annual Report is laid before both Houses of Parliament; the audit of NFRA itself is done by C&AG.
Bare-Act text Section 132 r/w NFRA Rules, 2018 (Rule 3 — classes of companies; Rule 5 — Annual Return Form NFRA-2) · Companies Act, 2013 · click to expand
Section 132 of the Companies Act, 2013 — read with the National Financial Reporting Authority Rules, 2018. • NFRA shall have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908, in respect of: (a) discovery and production of books of account; (b) summoning and enforcing attendance of persons and examining them on oath; (c) inspection of any books, registers and other documents; (d) issuing commissions for examination of witnesses or documents. • Where professional or other misconduct is proved, NFRA shall have the power to make order for — (A) imposing penalty of — (I) not less than ₹1 lakh, but which may extend to 5 times of the fees received, in case of individuals; (II) not less than ₹5 lakh, but which may extend to 10 times of the fees received, in case of firms; (B) debarring the member or the firm from — being appointed as an auditor or internal auditor or undertaking any audit or valuation service, for a minimum period of 6 months or such higher period not exceeding 10 years as may be determined by the NFRA. • Any person aggrieved by any order of the NFRA may prefer an appeal before the Appellate Tribunal (NCLAT).
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