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Corporate Compliance for an NBFC

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Service: End-to-end compliance for an NBFC, the RBI returns and the company filings together.

Fees: NBFC compliance starting from INR 99,999 per year (Exl GST and Govt. Charges).

Covers: AOC-4 and MGT-7, the audit, plus the RBI overlay of NOF, the SBR layer and the returns.

For: RBI-registered NBFCs that want their company and RBI compliance run as one engagement.

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NBFC Compliance: Overview and Quick Summary

📌 TL;DR - NBFC Compliance Services at a Glance

An NBFC carries two layers of compliance. As a company it files AOC-4, MGT-7 or 7A, holds board meetings and an AGM, and is audited. As an RBI-regulated financial institution it holds a Certificate of Registration under Section 45-IA, falls within a Scale Based Regulation layer, must maintain its Net Owned Fund certified by its auditor, follows prudential norms on capital and asset classification, and files periodic returns to the RBI through the COSMOS and XBRL systems. The RBI overlay is heavy, and lapses can cost the registration itself.

Item	What it means
CoR, Section 45-IA	RBI registration to operate as an NBFC
Scale Based Regulation	Base, Middle, Upper, Top layers by size and risk
Net Owned Fund	Minimum capital, auditor-certified each year
RBI returns	DNBS and NBS families on COSMOS and XBRL
Prudential norms	CRAR, asset classification, Fair Practice Code
ROC stack	AOC-4, MGT-7, audit, KYC, as a company
Cost	From INR 99,999 per year

This page is the complete picture of corporate compliance for an NBFC, the RBI overlay on top of the company stack that makes it a premium, specialist engagement, and it routes you to the component services. Because the obligations are extensive and depend on the NBFC’s layer and activity, the work is scoped to your entity.

The underlying company filings run through our private limited company compliance service, and the audit, Net Owned Fund and return certifications through our statutory audit service.

What Is NBFC Compliance?

NBFC compliance is the full set of obligations a non-banking financial company must meet as both a company and an RBI-regulated financial institution. A non-banking financial company is one whose principal business is financial, mainly holding financial assets and earning financial income, and which is registered with and supervised by the Reserve Bank of India.

The defining feature is the RBI overlay. On top of the ordinary company compliance, an NBFC must keep its Certificate of Registration in good standing, maintain the capital and prudential standards the RBI sets for its layer, and report regularly to the RBI, all under close and increasingly strict supervision, with the registration itself at stake if compliance slips.

Key Terms for NBFC Compliance:

CoR: The Certificate of Registration from the RBI under Section 45-IA, without which an NBFC cannot operate.
Scale Based Regulation: The RBI framework placing NBFCs in layers by size, activity and risk.
Net Owned Fund: The minimum capital an NBFC must maintain, certified by its auditor.
CRAR: The capital to risk-weighted assets ratio, a core prudential measure.
DNBS and NBS returns: The families of periodic returns NBFCs file to the RBI.

RBI Registration 45-IA

The Two Compliance Stacks

NBFC compliance is best seen as two stacks running together.

The Company Stack

As an Indian company, the NBFC holds its board meetings and AGM, has its accounts audited, and files AOC-4, MGT-7 or MGT-7A, ADT-1 and DIR-3 KYC, alongside its income tax return, like any company.

The RBI Stack

As an RBI-regulated financial institution, it keeps its Certificate of Registration in good standing, maintains its Net Owned Fund and prudential ratios for its Scale Based Regulation layer, follows the Fair Practice Code and KYC and AML norms, and files its periodic returns to the RBI.

The two stacks connect, the audited accounts and the auditor’s certificates feed the RBI returns and the NOF certification, so they are run together, not in isolation.

The RBI Compliance Map

These are the core RBI-side obligations of an NBFC, kept high-level as the detail depends on the layer and activity.

Certificate of Registration: Held under Section 45-IA, with Fit and Proper directors and the principal business criteria maintained.
Scale Based Regulation layer: Base, Middle, Upper or Top, determining how strict the capital, governance and exposure rules are.
Net Owned Fund: Maintained at or above the minimum for the category, certified annually by the statutory auditor.
Periodic returns: The DNBS and NBS return families and the annual auditor certificate, filed on COSMOS and XBRL.
Prudential and conduct norms: Capital adequacy, asset classification and provisioning, the Fair Practice Code, and KYC and AML.

What the NBFC Retainer Covers

Service	What We Do
ROC Stack	AOC-4, MGT-7 and the full ROC stack for the company.
Audit and ITR	Statutory audit coordination and the income tax return.
Net Owned Fund	Net Owned Fund tracking and the annual auditor certification support.
RBI Returns	The DNBS and NBS return families filed on the COSMOS and XBRL systems.
FPC, KYC and AML	The Fair Practice Code, KYC and AML policies kept aligned to the Master Directions.
Board and Event Filings	Board support, statutory registers and the event-based RBI and ROC filings.

Our Process

How NBFC Compliance Runs Through the Year

How Patron runs the company and RBI stacks together on one calendar, from the Net Owned Fund to the periodic returns.

Step 1

Map Both Stacks

We identify your Scale Based Regulation layer and build one calendar for the company and RBI obligations.

SBR layer One calendar

Map 01

Step 2

Maintain the Capital

We track the Net Owned Fund and prudential ratios and arrange the auditor’s certification.

NOF tracked Auditor cert

Capital 02

Step 3

Run the Company Cycle

We coordinate the audit and file AOC-4, MGT-7, ADT-1 and KYC after the AGM.

AOC-4 / MGT-7 Post-AGM

Company 03

Step 4

File the RBI Returns

We prepare and file the DNBS and NBS returns on COSMOS and XBRL on schedule.

DNBS / NBS On schedule

Returns 04

Step 5

Keep Policies Current

We maintain the Fair Practice Code, KYC and AML and governance policies as the RBI updates them.

FPC current KYC / AML

Policies 05

Step 6

Handle Events

We file the event-based and ad hoc RBI and ROC filings as they arise.

RBI events ROC events

Events 06

Information Required for the Engagement

Certificate of Registration and NBFC category.
Scale Based Regulation layer and asset size.
Audited financial statements and books.
Capital adequacy and NOF computation.
Loan portfolio and asset classification data.
Existing policies, FPC, KYC and AML.

Want a scoped proposal? Share your CoR and layer and we will map the obligations and quote the engagement.

Common NBFC Compliance Challenges and Solutions

Challenge	Impact	How Patron Accounting Solves It
Falling below the Net Owned Fund	Dropping below the NOF minimum is a leading reason for CoR cancellation. We track the NOF and flag any shortfall early.
Missing the RBI returns	Missed DNBS or XBRL returns draw RBI action quickly. We diarise and file every periodic return on time.
Weak Fair Practice or KYC compliance	Lending and conduct breaches, or weak KYC and AML, invite penalties. We keep the policies and practice aligned with the Master Directions.
Running RBI and ROC separately	Treating the company and RBI sides as unconnected creates gaps. We run both stacks as one engagement.

NBFC Compliance Fees

Fee Component	Amount
Patron Accounting Professional Fees (starting retainer)	Starting from INR 99,999 per year (Exl GST and Govt. Charges)
What drives the scope	The Scale Based Regulation layer, the NBFC category and activity, and the volume of returns
Statutory audit and certification fees	Confirmed as part of the engagement scope
Prudential and policy work, past-filing remediation	Confirmed as part of the engagement scope

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

The statutory audit and certification fees, the prudential and policy work specific to your layer, and any remediation of past RBI filings are confirmed as part of the engagement scope, since the workload depends on your Scale Based Regulation layer, your NBFC category and activity, and the volume of returns. Contact us for a detailed quote.

Get a free NBFC Compliance consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

The NBFC Compliance Year

Stage	Estimated Timeline
RBI, periodic	DNBS and NBS return families recurring through the year on COSMOS and XBRL
RBI, after accounts	Audited returns and the auditor’s NOF certificate, generally within a month of finalisation
Company, after year end	AGM within six months; AOC-4 and the annual return after it
Company, annual	Director KYC by 30 September and the income tax return in its window
Both, ongoing	The audited accounts feed both the RBI returns and the ROC filings, so they are run together

An NBFC runs on a dense, year-round calendar across two regulators. The RBI returns are periodic, with the DNBS and NBS families recurring through the year and the audited returns and the auditor’s NOF certificate due after the accounts are finalised, generally within a month and not later than the year end. The company side follows the usual cycle. Because the two sides overlap and the audited accounts feed both, a single combined calendar is the only reliable way to keep an NBFC compliant.

Key Benefits

Why Use a Specialist NBFC Retainer

RBI and Company in One Place

Both stacks are run together by one team on a single calendar, so the company and RBI sides stay consistent.

Net Owned Fund Tracked and Certified

The Net Owned Fund is tracked through the year and the auditor’s certification is arranged, protecting the registration.

RBI Returns Filed on Schedule

The DNBS and NBS returns are diarised and filed on COSMOS and XBRL on schedule, avoiding RBI action.

Policies Aligned to Master Directions

The Fair Practice Code, KYC and AML and governance policies are kept aligned to the latest RBI Master Directions.

Registration Protected

Disciplined NOF, returns and conduct compliance protects the Certificate of Registration that the business depends on.

Qualified CA and CS Team

Handled by a qualified CA and CS team experienced in the premium, two-regulator NBFC regime.

Trusted by Financial Businesses in India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

"Patron runs our RBI returns and our ROC filings together, and tracks our Net Owned Fund so we never risk our registration." - Director, NBFC, Mumbai.

"Their team keeps our Fair Practice Code and KYC aligned with the latest RBI directions, which our board relies on." - Compliance head, NBFC, Delhi.

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With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely.

NBFC Compliance Compared with an Ordinary Company

Factor	NBFC	Ordinary Company
Regulators	MCA and RBI	MCA only
Registration	CoR under Section 45-IA	Incorporation only
Capital norms	NOF and CRAR	None specific
Periodic returns	DNBS and NBS to RBI	ROC filings only

Component Services

This hub routes to the services that make up an NBFC compliance engagement.

Private Limited Company Compliance for the underlying ROC stack.
Statutory Audit for the audit and the NOF and return certifications.
Director KYC for the annual director KYC.
FDI Compliance where the NBFC has foreign investment.
FLA Returns for the annual FLA return of a foreign-funded NBFC.
Compliance Calendar to track the dense NBFC calendar.

For a related mutual-benefit finance structure that is regulated differently, see our Nidhi company registration service.

Legal and Regulatory Framework

Registration and the principal business: A non-banking financial company is a company whose principal business is financial, broadly where its financial assets and the income from them each exceed half of the total, and it must hold a Certificate of Registration granted by the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, with the RBI applying Fit and Proper criteria to its promoters and directors at registration and on a continuing basis, while a November 2025 RBI direction has introduced a category of NBFCs with no public funds and no customer interface that is exempt from mandatory registration, subject to conditions.

Scale Based Regulation and capital: The RBI regulates NBFCs through the Scale Based Regulation framework, which classifies them into the Base, Middle, Upper and Top layers according to size, activity and risk, with the intensity of supervision and the capital, governance and exposure norms increasing up the layers, and every NBFC must maintain a minimum Net Owned Fund, computed broadly as paid-up capital and free reserves less accumulated losses and intangibles and certified by its statutory auditor, along with capital adequacy measured by the CRAR and the prudential norms on asset classification and provisioning.

Returns and conduct: An NBFC reports to the RBI through its online systems, COSMOS and the XBRL platform, filing the periodic returns applicable to its layer and activity, principally the DNBS and NBS return families together with the annual statutory auditor certificate, and it must follow the Fair Practice Code and the KYC and anti-money-laundering requirements under the Prevention of Money Laundering Act, 2002 and the RBI Master Direction, with the audited financial returns generally filed within a month of finalisation and not later than the year end.

Consequences and the company layer: Non-compliance is treated seriously by the RBI, and falling below the Net Owned Fund, missing the periodic returns, or breaching the conduct norms can lead to cancellation of the Certificate of Registration, while underneath all of this the Companies Act, 2013 continues to apply, with board meetings, the AGM, the statutory audit, AOC-4, the annual return and DIR-3 KYC, so an NBFC’s overall compliance load combines the full company stack with the RBI overlay.

Refer to the RBI website for the NBFC directions and returns, the MCA portal for the company forms, and IndiaCode for the Acts.

What compliance does an NBFC have to follow?

An NBFC follows two layers of compliance. As a company it holds board meetings and an AGM, has its accounts audited, and files AOC-4, MGT-7 or MGT-7A, ADT-1 and DIR-3 KYC, with its income tax return. As an RBI-regulated financial institution it holds a Certificate of Registration under Section 45-IA, falls within a Scale Based Regulation layer, maintains its Net Owned Fund and capital adequacy, follows the Fair Practice Code and KYC and AML norms, and files periodic returns to the RBI through COSMOS and XBRL. The RBI overlay is the heavier part.

What is the Scale Based Regulation framework?

Scale Based Regulation is the RBI’s framework for regulating NBFCs in proportion to their size, activity and risk. It places NBFCs into layers, the Base Layer for smaller non-deposit-taking NBFCs, the Middle Layer, the Upper Layer for the largest and most systemically significant NBFCs identified by the RBI, and a Top Layer reserved for any pushed there on supervisory concerns. The higher the layer, the stricter the capital, governance, exposure and disclosure norms, so an NBFC’s exact obligations depend on the layer it falls in.

What is Net Owned Fund for an NBFC?

Net Owned Fund, or NOF, is the minimum capital an NBFC must maintain to hold its registration. It is computed broadly as the paid-up equity capital and free reserves, reduced by accumulated losses, deferred revenue expenditure and other intangible assets, and the RBI sets a minimum amount that varies by NBFC category, with glide paths where the requirement has been raised. The statutory auditor certifies the NOF each year, and falling below the minimum is one of the most common reasons the RBI cancels an NBFC’s Certificate of Registration.

What returns does an NBFC file with the RBI?

An NBFC files periodic returns to the RBI through its online systems, COSMOS and the XBRL platform, with the exact set depending on the NBFC’s layer and activity. These principally include the DNBS family of returns covering matters such as financial position, asset-liability management, capital adequacy and asset classification, the NBS returns including the quarterly return for deposit-taking NBFCs, and an annual return supported by a statutory auditor certificate. The audited returns are generally filed within a month of finalising the accounts, and the schedule is closely monitored.

Does an NBFC have the same compliance as a normal company?

No, it has more. An NBFC is a company, so it carries the full Companies Act compliance, the board meetings, the AGM, the statutory audit and the filing of AOC-4, MGT-7 or 7A, ADT-1 and DIR-3 KYC. On top of that, because it is an RBI-regulated financial institution, it has the entire RBI overlay, the Certificate of Registration, the Scale Based Regulation layer norms, the Net Owned Fund, the capital adequacy and prudential rules, the Fair Practice Code and the periodic returns. This makes its compliance load substantially heavier.

What happens if an NBFC does not stay compliant?

The consequences are severe because the RBI has low tolerance for NBFC non-compliance. Falling below the Net Owned Fund, missing the periodic DNBS or XBRL returns, breaching capital adequacy, or violating the Fair Practice Code or KYC and AML norms can lead to penalties, supervisory action and, in serious cases, cancellation of the Certificate of Registration, without which the NBFC cannot carry on its business. Each year a significant number of NBFCs are removed from the RBI registry for such failures, so disciplined compliance is essential.

Does a foreign-owned NBFC have extra compliance?

Yes. An NBFC that has foreign investment carries the FEMA reporting overlay in addition to its RBI prudential compliance and its company compliance, so it also reports its foreign investment, filing Form FC-GPR on the issue of shares to a non-resident and the annual FLA return, alongside meeting the sectoral conditions that apply to foreign investment in the NBFC sector. We coordinate the FEMA reporting with the RBI prudential returns and the ROC filings so that the company, RBI and FEMA records stay consistent.

Can you handle both the RBI and ROC compliance for an NBFC?

Yes. Our NBFC compliance retainer runs both stacks as one engagement, the company side of AOC-4, MGT-7, the statutory audit, ADT-1 and KYC, and the RBI side of the Net Owned Fund tracking and certification, the capital and prudential norms for your Scale Based Regulation layer, the Fair Practice Code, KYC and AML policies, and the DNBS and NBS returns on COSMOS and XBRL. We keep the company and RBI records consistent and track every deadline, with the scope and fee confirmed for your NBFC’s layer and activity from a starting retainer of 99,999 rupees a year.

NBFC ki compliance kya hai?

NBFC ko company ki tarah AOC-4 aur MGT-7 ke saath RBI ka overlay bhi follow karna hota hai, Section 45-IA ki registration, Net Owned Fund, scale based layer aur RBI ko DNBS aur NBS returns.

Net Owned Fund kya hai?

Net Owned Fund woh minimum capital hai jo NBFC ko rakhna hota hai, paid-up capital aur free reserves me se losses aur intangibles ghata kar, jise auditor har saal certify karta hai.

Quick Answers

Registration? CoR under Section 45-IA, RBI Act.

Categorisation? Scale Based Regulation layers.

Capital? Net Owned Fund, auditor-certified.

Returns? DNBS and NBS on COSMOS and XBRL.

Why Specialist Support Matters

For an NBFC, compliance is existential. The RBI supervises the sector closely and acts firmly, and a shortfall in the Net Owned Fund, a missed return, or a conduct breach can lead to penalties or the loss of the Certificate of Registration, which ends the business. The obligations span two regulators, depend on the Scale Based Regulation layer, and are updated frequently. A standing, specialist engagement that runs the company and RBI sides together on one tracked calendar is what keeps an NBFC on the right side of the RBI, year after year.

Get a scoped proposal - Call +91 945 945 6700 or WhatsApp us. We respond within 2 hours.

Set Up NBFC Compliance with Patron Accounting

Corporate compliance for an NBFC is two stacks in one, the full Companies Act compliance of a company, and the heavy RBI overlay that comes with being a regulated financial institution, the Certificate of Registration under Section 45-IA, the Scale Based Regulation layer, the Net Owned Fund, the prudential norms and the periodic returns.

The two must stay consistent, and lapses can cost the registration itself. This page maps the whole picture and routes you to each service. Patron Accounting, with a qualified CA and CS team and offices in Pune, Mumbai, Delhi and Gurugram, runs NBFC compliance as one integrated, specialist engagement from a starting retainer of 99,999 rupees a year.

10,000+ Businesses | 4.9 Rating | 50,000+ Documents Filed | 15+ Years. Book a free consultation today.

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NBFC Compliance Support Across India

In-person and remote RBI and company compliance support for NBFCs from our offices in Pune, Mumbai, Delhi and Gurugram.

Component Services

ROC, audit, FEMA and KYC for NBFCs

Pvt Ltd Company Compliance

Content Created: 3 June 2026 | Last Updated: | Next Review: 4 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed at least yearly and updated whenever the RBI NBFC directions, the Scale Based Regulation layers, the Net Owned Fund thresholds, the DNBS and NBS return framework, or the underlying Companies Act compliance change. Freshness Tier 1.

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