Companies Act Section 132 — Constitution of National Financial Reporting Authority
CHAPTER IX ACCOUNTS OF COMPANIES
Commercial / Corporate
Summary
Sub-section (1) allows the Central Government to create, through a formal notification, a body called the National Financial Reporting Authority. This body is set up to handle matters related to accounting and auditing standards under this Act.
Sub-section (1A) states that the National Financial Reporting Authority will carry out its functions through divisions, the details of which will be prescribed by rules.
Sub-section (2) says that, regardless of what any other law says, the National Financial Reporting Authority will do the following: under clause (a), it will give recommendations to the Central Government on creating and setting accounting and auditing policies and standards for companies, groups of companies, or their auditors; under clause (b), it will monitor and enforce compliance with accounting and auditing standards in a manner to be prescribed; under clause (c), it will oversee the quality of service of the professions involved in ensuring compliance with these standards and suggest ways to improve that quality, along with other related matters as prescribed; and under clause (d), it will perform any other functions related to clauses (a), (b), and (c) as may be prescribed.
Sub-section (3) provides that the National Financial Reporting Authority will have a chairperson, who must be a person of eminence with expertise in accountancy, auditing, finance, or law, appointed by the Central Government. It will also have up to fifteen other members, who may be part-time or full-time, as prescribed. The first proviso states that the terms, conditions, and manner of appointment for the chairperson and members will be as prescribed. The second proviso requires the chairperson and members to make a declaration to the Central Government in the prescribed form about having no conflict of interest or lack of independence regarding their appointment. The third proviso says that the chairperson and members who are in full-time employment with the National Financial Reporting Authority cannot be associated with any audit firm, including related consultancy firms, during their appointment and for two years after leaving that appointment.
Sub-section (3A) states that each division of the National Financial Reporting Authority will be presided over by the Chairperson or a full-time Member authorized by the Chairperson.
Sub-section (3B) provides that there will be an executive body of the National Financial Reporting Authority, made up of the Chairperson and full-time Members, for the efficient discharge of its functions under sub-section (2), except for clause (a) of that sub-section, and under sub-section (4).
Sub-section (4) says that, regardless of what any other law says, the National Financial Reporting Authority will have certain powers. Under clause (a), it has the power to investigate, either on its own or when referred by the Central Government, for a prescribed class of bodies corporate or persons, in a prescribed manner, into matters of professional or other misconduct by any member or firm of chartered accountants registered under the Chartered Accountants Act, 1949. The proviso to this clause states that no other institute or body can start or continue any proceedings on such misconduct matters once the National Financial Reporting Authority has begun an investigation. Under clause (b), it has the same powers as a civil court under the Code of Civil Procedure, 1908, while trying a suit, specifically for: (i) discovery and production of books of account and other documents at a specified place and time; (ii) summoning and enforcing the attendance of persons and examining them on oath; (iii) inspection of any books, registers, and other documents of any person referred to in clause (b) at any place; and (iv) issuing commissions for examination of witnesses or documents. Under clause (c), where professional or other misconduct is proved, it has the power to order: (A) a penalty of not less than one lakh rupees but up to five times the fees received, in the case of individuals, and not less than five lakh rupees but up to ten times the fees received, in the case of firms; and (B) debarring the member or firm from being appointed as an auditor or internal auditor, or undertaking any audit of financial statements or internal audit of the functions and activities of any company or body corporate, or from performing any valuation under section 247, for a minimum period of six months or a higher period up to ten years as determined by the National Financial Reporting Authority. The explanation clarifies that the expression professional or other misconduct has the same meaning as assigned under section 22 of the Chartered Accountants Act, 1949.
Sub-section (5) states that any person aggrieved by an order of the National Financial Reporting Authority issued under clause (c) of sub-section (4) may appeal to the Appellate Tribunal in the manner and on payment of the fee as prescribed.
Sub-section (10) provides that the National Financial Reporting Authority will meet at such times and places and follow such rules of procedure for conducting its business at meetings as may be prescribed.
Sub-section (11) allows the Central Government to appoint a secretary and other employees it considers necessary for the efficient performance of the National Financial Reporting Authority's functions, with their terms and conditions of service to be prescribed.
Sub-section (12) states that the head office of the National Financial Reporting Authority will be in New Delhi, and the Authority may meet at other places in India as it deems fit.
Sub-section (13) requires the National Financial Reporting Authority to maintain books of account and other books related to its accounts in the form and manner prescribed by the Central Government, in consultation with the Comptroller and Auditor-General of India.
Sub-section (14) provides that the accounts of the National Financial Reporting Authority will be audited by the Comptroller and Auditor-General of India at intervals specified by him, and the certified accounts along with the audit report will be forwarded annually to the Central Government by the National Financial Reporting Authority.
Sub-section (15) requires the National Financial Reporting Authority to
Official Text
(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. 1[
(1A) The National Financial Reporting Authority shall perform its functions through such divisions as may be prescribed.]
(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, as the case may be;
(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; and
(d) perform such other functions relating to clauses (a),
(b) and
(c) as may be prescribed.
(3) The National Financial Reporting Authority shall consist of a chairperson, who shall be a person of eminence and having expertise in accountancy, auditing, finance or law to be appointed by the Central Government and such other members not exceeding fifteen consisting of part-time and full-time members as may be prescribed:
Provided that the terms and conditions and the manner of appointment of the chairperson and members shall be such as may be prescribed:
Provided further that the chairperson and members shall make a declaration to the Central Government in the prescribed form regarding no conflict of interest or lack of independence in respect of his or their appointment:
Provided also that the chairperson and members, who are in full-time employment with National Financial Reporting Authority shall not be associated with any audit firm (including related consultancy firms) during the course of their appointment and two years after ceasing to hold such appointment. 1[
(3A) Each division of the National Financial Reporting Authority shall be presided over by the Chairperson or a full-time Member authorized by the Chairperson.
(3B) There shall be an executive body of the National Financial Reporting Authority consisting of the Chairperson and full-time Members of such Authority for efficient discharge of its functions under sub-section (2) [other than clause (a) and sub-section (4).]
(4) Notwithstanding anything contained in any other law for the time being in force, the National Financial Reporting Authority shall—
(a) have the power to investigate, either suo motu or on a reference made to it by the Central Government, for such class of bodies corporate or persons, in such manners may be prescribed into the matters of professional or other misconduct committed by any member or firm of chartered accountants, registered under the Chartered Accountants Act, 1949 (38 of 1949):
Provided that no other institute or body shall initiate or continue any proceedings in such matters of misconduct where the National Financial Reporting Authority has initiated an investigation under this section;
(b) have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely:—
(i) discovery and production of books of account and other documents, at such place and at such time as may be specified by the National Financial Reporting Authority;
(ii) summoning and enforcing the attendance of persons and examining them on oath;
(iii) inspection of any books, registers and other documents of any person referred to in clause (b) at any place;
(iv) issuing commissions for examination of witnesses or documents;
(c) where professional or other misconduct is proved, have the power to make order for— (A) imposing penalty of— (I) not less than one lakh rupees, but which may extend to five times of the fees received, in case of individuals; and (II) not less than 1[five lakh rupees], but which may extend to ten times of the fees received, in case of firms; 2[(B) debarring the member or the firm from— I. being appointed as an auditor or internal auditor or undertaking any audit in respect t of financial statements or internal audit of the functions and activities of any company or body corporate; or II. performing any valuation as provided under section 247, for a minimum period of six months or such higher period not exceeding ten years as may be determined by the National Financial Reporting Authority.] Explanation.—For the purposes of this sub-section, the expression “professional or other misconduct” shall have the same meaning assigned to it under section 22 of the Chartered Accountants Act, 1949 (38 of 1949).
(5) Any person aggrieved by any order of the National Financial Reporting Authority issued under clause (c) of sub-section (4), may prefer an appeal before 3[the Appellate Tribunal in such manner and on payment of such fee as may be prescribed]. 4* * * * *
(10) The National Financial Reporting Authority shall meet at such times and places and shall observe such rules of procedure in regard to the transaction of business at its meetings in such manner as may be prescribed.
(11) The Central Government may appoint a secretary and such other employees as it may consider necessary for the efficient performance of functions by the National Financial Reporting Authority under this Act and the terms and conditions of service of the secretary and employees shall be such as may be prescribed.
(12) The head office of the National Financial Reporting Authority shall be at New Delhi and the National Financial Reporting Authority may, meet at such other places in India as it deems fit.
(13) The National Financial Reporting Authority shall cause to be maintained such books of account and other books in relation to its accounts in such form and in such manner as the Central Government may, in consultation with the Comptroller and Auditor-General of India prescribe.
(14) The accounts of the National Financial Reporting Authority shall be audited by the Comptroller and Auditor-General of India at such intervals as may be specified by him and such accounts as certified by the Comptroller and Auditor-General of India together with the audit report thereon shall be forwarded annually to the Central Government by the National Financial Reporting Authority.
(15) The National Financial Reporting Authority shall prepare in such form and at such time for each financial year as may be prescribed its annual report giving a full account of its activities during the financial year and forward a copy thereof to the Central Government and the Central Government shall cause the annual report and the audit report given by the Comptroller and Auditor-General of India to be laid before each House of Parliament.