The National Financial Reporting Authority (NFRA) is a body constituted under the provisions of Section 132 of the Companies Act, 2013. The constitution of this authority is effective from 1st October 2018. The aim of the Central Government in this regard appears to be:
- Setting up of a separate and independent regulatory body to assist in the framing and enforcement of legislation relating to accounting & auditing and
- Improving investor and public confidence in the financial reporting of an entity.
Composition of the NFRAThe Companies Act requires the NFRA to have a chairperson who will be appointed by the Central Government and a maximum of 15 members. The appointment of such chairperson and members are subject to the following qualifications:
- They should be having an expertise in accountancy, auditing, finance or law.
- They are required to make a declaration to the Central Government that there is no conflict of interest or lack of independence in their appointment.
- All the members including the chairperson who are in full-time employment should not be associated with any audit firm (including related consultancy firms) during their term of office and 2 years after their term.
- Chairperson is a Chartered Accountant and a person of eminence having expertise in accountancy, auditing, finance or law;
- Member – Accounting;
- Member – Auditing;
- Member – Enforcement;
- One representative of the MCA not below the rank of Joint Secretary or equivalent (ex-officio)
- One representative of RBI, being a member of the RBI Board is to be nominated by the RBI;
- One representative of SEBI, being the Chairman of SEBI or whole-time member of SEBI is to be nominated by SEBI;
- A retired chief justice of high court or a person who has been the judge of a high court for more than 5 years is to be nominated by the Central Government,
- President of the Institute of Chartered Accountants of India (ex-officio)
Role of the NFRAThe NFRA has the following responsibilities:
- Make recommendations on the foundation and laying down of accounting and auditing policies and standards;
- Monitor and enforce the compliance of the accounting standards and auditing standards:
- Oversee the quality of service of the professionals (such as auditors, CFOs, etc) and suggest measures required for improvement in the quality of service;
- Perform such other functions related to the above.
Powers of the NFRAThe NFRA shall have the following powers:
- To investigate the matters of professional or other misconduct committed by a prescribed class of CA firms or CAs. No other authority can initiate or continue proceedings where the NFRA has initiated an investigation. Such an investigation can be initiated either suo moto (by itself) or on a reference made by the Central Government.
- The same powers as a Civil Court under the Code of Criminal Procedure, 1908, in respect of a suit involving the following matters.
- Discovery and production of books of account and other documents, at such place and time as may be specified by the NFRA
- Summoning and enforcing the attendance of persons and examining them under oath
- Inspection of any books, registers, and other documents of any person at any place
- Issuing commissions for the examination of witnesses or documents
- Where professional or other misconduct is proved, it shall have the power to impose the following punishment:
- For individuals a fine between Rs. 1,00,000 to 5 times the fees received;
- For firms a fine Between Rs. 5,00,000 to 10 times the fees received;
- Debarring the member/firm from practice as a member of ICAI between 6 months to 10 years as may be decided
Scope of the NFRAAs discussed earlier, the NFRA has the power to investigate and also conduct quality reviews for a certain prescribed class of companies. While the draft NFRA Rules have not been prescribed yet, they would include the following class of companies if implemented as it is:
- Companies listed in India
- Unlisted Companies whose:
- Net worth ≥ Rs. 500 crore; or
- Paid up Capital ≥ Rs. 500 crore; or
- Annual turnover ≥ Rs. 1000 crore (As on 31st March of the preceding financial year); OR
- Companies whose securities are listed outside India
- Audit of ≥ 200 companies in a year;
- Audit of ≥ 20 listed companies;
- Company or companies (whether listed or not), having:
- Net Worth ≥ Rs. 500 crores; or
- Paid up Capital ≥ Rs. 500 crores; or
- Annual turnover ≥ Rs. 1000 crores;(As on 31st March of the immediately preceding financial year); OR
- Company or Companies listed outside India
- A reference is made by the Central Government or any regulator to the NFRA to conduct such an investigation; or
- The NFRA by itself decides to conduct an investigation in public interest.