NBFC Compliance: RBI Returns, Audit and Governance Support
Stay on top of RBI returns, auditor certificates, KYC and board policies for your registered NBFC.
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NBFC compliance is the set of continuing obligations that a registered Non-Banking Financial Company must meet under the Reserve Bank of India directions and the Companies Act. It applies to every NBFC from the day its certificate of registration is issued. The duties include periodic returns to the RBI, an annual certificate from the statutory auditor, KYC and anti-money-laundering controls, fair practices, prudential norms and filings with the Registrar of Companies. Our team builds a calendar, prepares the data and returns, and coordinates with your auditors and board so deadlines are not missed. The exact duties depend on your layer under scale-based regulation.
Who provides this service: our team of Company Secretaries and compliance specialists.
Who Needs NBFC Compliance?
- Registered NBFCs that need a dependable calendar for RBI, auditor and ROC deadlines
- Newly licensed NBFCs setting up their first compliance routine after registration
- NBFC management teams preparing for an RBI inspection or review
- Companies whose NBFC moved to a higher layer and now face additional requirements
- Promoters of microfinance and lending companies who want an external check on their compliance records
Key Benefits
- A compliance calendar tailored to your NBFC layer and activity, covering RBI and ROC deadlines in one view.
- Preparation of periodic RBI returns from your books, with checks before they are submitted online.
- Coordination with the statutory auditor for the certificates that the RBI requires.
- Review of board-approved policies, including fair practices, KYC and risk, against current RBI directions.
- Help with board and committee meeting schedules, agendas and minutes that regulators expect to see.
- An early warning on gaps, so corrective action happens before an inspection rather than after.
How It Works
Compliance health check
We review your registration conditions, layer, policies, past returns and filings. The review produces a list of gaps and pending items ranked by urgency, so you know what to fix first.
Compliance calendar
We build a calendar that covers returns to the RBI, auditor certificates, board meetings, ROC filings and policy reviews. Each item has an owner and a preparation date ahead of the real deadline.
Data collection and return preparation
Each period, we collect balance sheet, loan book and asset quality data from your team, reconcile it with the books and prepare the returns in the formats prescribed by the RBI.
Audit and certificate coordination
We work with your statutory auditor so that the annual certificate and other required confirmations are ready on time, with supporting schedules for capital, income recognition and provisioning.
Policy and governance review
We check the fair practices code, KYC and AML policy, grievance process and other board policies against current directions, and propose updates for approval by the board.
Filing and reporting
Returns are filed through the RBI online systems and ROC forms through the MCA portal. We share acknowledgements, track queries and give management a short compliance status report regularly.
Documents Required
- RBI certificate of registration and any conditions attached to it
- Latest audited financial statements and auditor reports
- Loan book with asset classification and provisioning details
- Computation of net owned funds and capital adequacy
- Board-approved policies, including fair practices code, KYC and AML
- Minutes of board and committee meetings
- Previous RBI returns and acknowledgements
- Details of directors, key managerial personnel and any changes during the year
- ROC filing records and statutory registers
Timeline and Fees
Indicative timeline: Indicative range: an initial health check usually takes a couple of weeks; recurring returns follow the schedule set by the RBI and the ROC, which can change through circulars.
Professional fee: The fee depends on the size of the loan book, your layer under scale-based regulation, the number of returns and filings per year, whether policies need to be drafted or updated and whether we also coordinate with the statutory auditor. We scope the work after the compliance health check.
What Can Go Wrong if This Is Missed or Done Incorrectly
- Late or incorrect returns can attract regulatory attention and monetary penalties from the RBI.
- Weak KYC and AML controls can lead to supervisory action and reputational harm.
- Inadequate asset classification or provisioning can distort financials and draw audit qualifications.
- Missed ROC filings can create additional penalties and affect director status.
- Persistent non-compliance can ultimately put the certificate of registration at risk.
Frequently Asked Questions
What compliances does an NBFC have to follow?
An NBFC must meet RBI requirements on capital, asset classification, provisioning, KYC, fair practices and governance. It must file periodic returns with the RBI, obtain an annual certificate from its statutory auditor and maintain Companies Act filings with the ROC. The detailed list depends on its category and layer under scale-based regulation.
What is scale-based regulation for NBFCs?
Scale-based regulation groups NBFCs into layers according to size, activity and risk. Larger or riskier NBFCs face stricter requirements on capital, governance, disclosures and risk management than smaller ones. Knowing your layer is the first step in working out which compliances apply to you.
Which returns does an NBFC file with the RBI?
NBFCs file periodic statements through the RBI online return system, including the NBS series as applicable to their category, and other returns the RBI prescribes from time to time. The form, frequency and due dates vary by type of NBFC and change with circulars, so we confirm the current list for your entity.
Is an auditor certificate required for an NBFC?
Yes. NBFCs are required to obtain a certificate from their statutory auditor each year on specified matters, which includes areas such as registration status, net owned funds and the activities carried on. The auditor needs reliable data and schedules, so preparing them in advance avoids last-minute pressure.
What are the KYC and AML duties of an NBFC?
NBFCs must follow the RBI KYC directions and the anti-money-laundering framework. This includes a board-approved policy, customer identification and due diligence, monitoring of transactions, record keeping and reporting suspicious activity to the designated authority. Staff training and periodic review of the policy are also expected.
What happens if an NBFC does not comply?
The RBI can issue directions, impose monetary penalties, restrict business or in serious cases cancel the certificate of registration. The ROC can also act on late or missed filings. Even before formal action, weak compliance tends to show up in inspections and can harm relationships with lenders and investors.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
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Disclaimer: The information on this page is for general informational purposes only and does not constitute professional legal, tax or compliance advice. Requirements vary by situation. Please consult a qualified CA or CS for advice specific to your needs. Government fees and timelines are subject to change; verify with the relevant authority before proceeding.