Trusted by 10,000+ Businesses

Net Worth Certificate for Directors (Fit and Proper)

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Documents Accepted: PAN, Aadhaar, DIN reference, last 3 years ITRs with computation, last 12 months bank statements, property papers, mutual fund and demat CAS, FD certificates, vehicle RC, loan outstandings, and CIBIL summary - per director.

Patron Accounting Professional Fees: Starting from INR 4,999 (Exl GST and Govt. Charges) per director certificate. Volume discount for multi-director board engagements. Annual refresh subscription available for cyclical RBI 31 March compliance.

Eligibility to Issue: Only a practicing Chartered Accountant registered with ICAI holding a valid Certificate of Practice can sign a Net Worth Certificate with UDIN accepted by Nomination and Remuneration Committees of SEBI intermediaries, RBI-regulated NBFCs and banks, and IRDAI-regulated insurers.

Timeline: Standard 24 to 48 working hour delivery per certificate; express same-day for nomination committee meetings and RBI 31 March cycle. Multi-director board engagements within 5 to 7 working days.

Trusted by SEBI-registered intermediaries (stock brokers, AMCs, PMS, Investment Advisers, Research Analysts, MIIs), RBI-regulated NBFCs and banks, and IRDAI-regulated insurance companies and IMFs for director fit and proper declarations.

Call +91 945 945 6700 Email Us WhatsApp Us

15+ YearsIndustry Experience

CA & CSCertified Experts

4.9

Based on 500+ reviews

Get Free Consultation

Talk to a CA/CS expert today

Full Name

Phone Number

City

Service Needed

Our team will get back to you shortly. No spam.

Real Stories from Real People

Hear how teams across industries use Patron to save time, cut costs, & stay in control.

★★★★★

Sunny Ashpal

Director - Demandify Media

“

I've had an outstanding experience working with Patron Accounting. Their professionalism, attention to detail, and timely communication made the entire process smooth and stress-free. Highly recommended for anyone seeking reliable and knowledgeable financial guidance!

Subhendu Mishra

Google Review

★★★★★

Anjanay Srivastava

Founder - Hunarsource Consulting

“

From the very beginning, their approach has been highly professional, prompt, and solution-oriented. Every interaction reflected their deep knowledge, attention to detail, and a genuine willingness to help. It gave me immense confidence and peace of mind.

Preeti Singh Rathor

Google Review

★★★★★

“

I have been taking services of Patron Accounting from 5 years and found them highly professional and the best people for all taxation related work be it individual or company services. Highly recommended.

Ayushi Garg

Google Review

★★★★★

“

I'm glad that I was able to connect with Patron. They took the minimum time to do the calculations based on the details provided by me and were really impressed by their acumen. And it's not expensive at all. Good guidance while filling was given as well.

Rajib Dutta

Google Review

★★★★★

“

I recently got my business incorporated and I am extremely satisfied with their services. They made the entire process of incorporation smooth and hassle-free. The team was very professional, knowledgeable, and always ready to assist me.

Shahriar

Google Review

★★★★★

“

I have called Patron to file ITR for my 5 family members. I worked with Shubham Junjunwala and Amin Jain. It was a smooth process. They understand basics of ITR filing and I really admire their skills to look into data and provide necessary guidance to Client.

Sameer Mehta

Google Review

★★★★★

“

I got financial services from them for my private limited company. They are having good and qualified staff to provide services in a professional manner which is beneficial for me.

Monika Sharma

Google Review

★★★★★

Join 10,000+ Satisfied Businesses

Get a CA-signed, UDIN-authenticated Net Worth Certificate for your director fit and proper declaration - confidential to the Nomination Committee, regulator-aligned format, 24-48 hour delivery per director.

Talk to an Expert

10,000+Businesses ServedGST compliance and litigation support across India.

15+Years ExperienceDeep expertise in IP registration, GST & business compliance.

50,000+Documents FiledReturns, appeals, and filings handled accurately.

4.9★Client RatingTrusted by entrepreneurs, startups, and growing businesses.

ISO CertifiedProfessional standards and documented processes.

SSL SecureYour financial and business data is fully protected.

Net Worth Certificate for Directors (Fit and Proper) - Overview

📌 TL;DR - Net Worth Certificate for Directors (Fit and Proper) Services at a Glance

A net worth certificate for directors under fit and proper rules is a CA-issued statement of the director assets minus liabilities, attached to the regulator-prescribed declaration form. SEBI Schedule II, RBI Annex-1 and IRDAI Master Circular all require financial solvency proof from directors, KMP and persons exercising control. Required at appointment and at annual review.

Parameter	Detail
Governing Standards	SEBI (Intermediaries) Regulations, 2008 Schedule II; RBI NBFC Master Direction Annex-1 (June 2004 directive); IRDAI Master Circular on Corporate Governance for Insurers 2024
Applicable To	Directors, KMP, principal officer, promoter, person exercising control of regulated entities
Currency Format	INR only
Validity Window	At appointment; annual refresh as of 31 March under RBI; periodic refresh under SEBI and IRDAI
Patron Accounting Professional Fees	Starting from INR 4,999 (Exl GST and Govt. Charges) per director
Issuing Authority	Practicing CA registered with ICAI holding a valid Certificate of Practice
Authentication	18-digit UDIN verifiable at udin.icai.org

If you are being appointed as a director or KMP of a SEBI-registered intermediary, an RBI-regulated NBFC or bank, or an IRDAI-regulated insurer, your nomination committee will ask for a fit and proper declaration that includes a CA-certified net worth statement. The financial solvency component is one of four pillars in every regulator fit and proper framework, alongside integrity and reputation, competence, and absence of disqualifications.

Patron Accounting LLP issues director-level net worth certificates aligned to Schedule II of the SEBI (Intermediaries) Regulations, 2008, the RBI NBFC Master Direction Annex-1 (originally the June 2004 bank directive under Section 10A Banking Regulation Act 1949), and the IRDAI Master Circular on Corporate Governance for Insurers 2024 dated 22 May 2024. This page is the purpose-driven version of our general net worth certificate service. For Insurance Marketing Firm registration, see IRDA IMF Business Registration. For DIR-12 ROC filings at director appointment, see Appointment of Director. Patron Accounting Professional Fees start from INR 4,999 (Exl GST and Govt. Charges) per director.

Content is reviewed quarterly for accuracy.

What Is a Net Worth Certificate for Directors Fit and Proper

Definition: A net worth certificate for directors under fit and proper rules is a Chartered Accountant-signed statement of a director (or KMP) total assets minus total liabilities as on a specific date, attached to the regulator-prescribed declaration form to evidence the financial integrity and solvency criterion.

The certificate is issued on CA letterhead with signature, ICAI membership number, firm registration number and UDIN, and is filed with the Nomination and Remuneration Committee of the regulated entity, which in turn relies on it during the due diligence required by SEBI, RBI or IRDAI. Unlike a visa or home loan net worth certificate, this is a B2B compliance document with regulator-specific format obligations.

SEBI Schedule II requires evidence of financial solvency and net worth; RBI Annex-1 prescribes declaration in Annexure II format with annual refresh as of 31 March; IRDAI Master Circular requires all directors and KMP to be fit and proper across multiple dimensions including financial integrity. The certificate covers immovable assets, movable assets and verified liabilities for the individual director, not the regulated entity itself. UDIN is verified live on the ICAI portal at udin.icai.org by Nomination Committees and regulators.

Key Terms for Net Worth Certificate for Directors (Fit and Proper):

Schedule II SEBI (Intermediaries) Regulations 2008: Four-part fit and proper test - integrity and reputation, absence of convictions and restraint orders, competence including financial solvency and net worth, absence of wilful defaulter status.
RBI Annex-1 (NBFC Master Direction): Originally RBI June 2004 directive under Section 10A Banking Regulation Act 1949, extended to NBFC directors. Prescribes Annexure II declaration and deed of covenant in Annex-3.
IRDAI Master Circular on Corporate Governance for Insurers 2024: Dated 22 May 2024. The Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act 2025 (Presidential assent 20 December 2025) tightened the framework from 2026.
KMP (Key Managerial Personnel): Managing Director, Whole-Time Director, CEO, CFO, Company Secretary and other roles notified by the regulator.
Nomination Committee: Board-level committee under Section 178 of the Companies Act 2013. Under RBI Annex-1 the committee evaluates the fit and proper declaration.
UDIN: 18-digit Unique Document Identification Number, mandatory on all CA certificates since 1 July 2019. Nomination committees and regulators verify it live on the ICAI portal.

UDIN Authenticated SEBI / RBI / IRDAI Aligned

Who Needs a Director Fit and Proper Net Worth Certificate

Three categories of regulated entity require their directors and KMP to file fit and proper declarations with a CA-certified net worth statement.

Regulator and Entity Type	Who Must File
SEBI - Stock Brokers and Sub-Brokers	Principal officer, directors, promoters, KMP per Schedule II Intermediaries Regulations 2008
SEBI - AMC and Trustee Company (Mutual Funds)	AMC directors, trustee company directors, principal officer per SEBI (Mutual Funds) Regulations 2026 (effective 1 April 2026)
SEBI - Portfolio Manager	Principal officer, directors, KMP
SEBI - Investment Adviser and Research Analyst	Principal officer, directors, KMP
SEBI - Market Infrastructure Institutions (MII)	Directors per SECC Regulations 2018 fit and proper criteria
RBI - Banks	Directors per Section 10A Banking Regulation Act 1949 and the June 2004 RBI directive
RBI - NBFCs (all layers under Scale Based Regulation)	Directors per Annex-1 NBFC Master Direction; Annexure II declaration at appointment + annual refresh on 31 March
IRDAI - Insurance Companies	All directors and KMP per Corporate Governance Regulations 2024 and Master Circular dated 22 May 2024
IRDAI - Insurance Marketing Firms (IMF)	Principal officer, directors, managing partners per IMF Regulations 2015 and amendments (see IRDA IMF Business Registration)

Patron Accounting Net Worth Certificate Services for Fit and Proper Directors

Service	What We Do
SEBI Schedule II Director Declaration Package	CA-certified net worth statement plus optional support pack of integrity declaration, absence-of-convictions declaration, and wilful-defaulter check, formatted to attach to the SEBI registration or annual fit and proper review filing.
RBI Annexure II NBFC Director Package	Net worth certificate aligned to Annex-1 of the NBFC Master Direction, with format compatible with the Nomination Committee evaluation and the 31 March annual refresh.
IRDAI Insurer Director Package	Certificate aligned to the Master Circular on Corporate Governance for Insurers 2024, covering insurance company directors, KMP and IMF principal officers.
Multi-Director Board Engagement	Consistent, regulator-aligned certificates for the entire board (or a panel of directors) in a single engagement, with uniform reference dating and methodology so the file presents cleanly to the regulator.
Annual Refresh Subscription	Cyclical refresh of certificates each March (RBI) and at SEBI / IRDAI review windows to ensure no director certificate becomes stale during regulatory inspection.
Express Same-Day Delivery	Soft copy within 6 to 8 working hours when your nomination committee meeting or regulatory filing deadline is imminent.

Our Process

How Patron Accounting Issues Your Director Fit and Proper Net Worth Certificate

A documented five-step confidential process - from regulatory context intake to UDIN-stamped delivery - so your certificate lands with the Nomination and Remuneration Committee in the correct format for your specific regulator (SEBI / RBI / IRDAI), ready to survive regulator inspection.

Step 1

Share Intent and Regulatory Context

Tell us the regulator (SEBI, RBI or IRDAI), the regulated entity name, the director or KMP role, whether this is appointment-time or annual refresh, and the Nomination and Remuneration Committee or filing deadline. Patron CA confirms scope and Patron Accounting Professional Fees - Starting from INR 4,999 (Exl GST and Govt. Charges) per director certificate.

Regulator Locked

Step 2

Submit Financial Documents

Upload the director PAN, Aadhaar, DIN reference, last 3 years ITR acknowledgements under Section 139 of the Income Tax Act 1961, last 12 months bank statements, property documents (sale deed, Index II), mutual fund and demat consolidated statements, FD certificates, vehicle RC, gold valuation if any, loan outstanding statements and CIBIL summary.

Documents Collected

Step 3

CA Verification per SA 500

A practicing Chartered Accountant verifies each asset against primary documents and reconciles ITR-declared income with stated wealth per Standard on Auditing SA 500 (Audit Evidence). Joint property ownership share is apportioned correctly. The CA cross-references CIBIL summary for wilful defaulter check.

Verified per SA 500

Step 4

Draft Preparation in Regulator-Aligned Format

The CA prepares the certificate on Patron Accounting LLP letterhead in the format expected by your regulator (Schedule II SEBI reference / RBI Annexure II reference / IRDAI Master Circular reference). The certificate is addressed confidentially to the Nomination and Remuneration Committee. Draft shared with director and compliance officer within 24 to 48 hours.

Regulator-Format Draft

Step 5

Final Issue with UDIN

After your approval, the CA generates the UDIN at udin.icai.org, signs the certificate, applies the firm seal and delivers signed soft and hard copies confidentially. The certificate is verifiable by the Nomination Committee and the regulator using the UDIN on the ICAI portal in real time.

UDIN Stamped

Documents Checklist for Your Director Fit and Proper Net Worth Certificate

Each director or KMP must share the following documents. For a multi-director board engagement, each set is collected separately and processed in parallel.

Identity and Director Reference Documents

PAN card and Aadhaar of the director or KMP
DIN (Director Identification Number) reference
Board resolution or Nomination Committee letter referencing the fit and proper review
Appointment letter or notice of intended appointment (where applicable)

Income Documents

Last 3 years Income Tax Return acknowledgements (ITR-V) with computation
Form 26AS and AIS for the last 2 years
Form 16 (if salaried in another capacity)

Movable Assets

Last 12 months bank statements for all savings, current and salary accounts
Fixed deposit receipts or bank confirmation of outstanding deposits
Mutual fund consolidated account statement (CAMS or KFintech CAS)
Demat holding statement (NSDL or CDSL CAS) as on certificate date
Insurance policy paid-up / surrender value statements
Gold valuation report (for sizeable holdings) and vehicle RC copies

Immovable Assets

Property documents: registered sale deed, Index II, latest property tax receipt
Agricultural land documents (7/12 extract or equivalent) where applicable

Liabilities and Wilful Defaulter Check

Home loan, business loan and personal loan statements with outstanding balances
Credit card outstanding statements
CIBIL report or summary (for wilful defaulter component of fit and proper)

Common Challenges and Patron Accounting Solutions

Challenge	Impact	How Patron Accounting Solves It
Multi-director board engagement timing - coordinating documents from 5 to 12 directors with varying availability is operationally hard.	Inconsistent reference dating across the board; regulator-inspection observation; nomination committee back-and-forth.	We run a single engagement with a fixed reference date (typically 31 March for RBI, or the board meeting date) and parallel-process each director documents, delivering a consistent certificate pack within 5 to 7 working days.
Independent director concern about disclosure - independent directors are often reluctant to disclose detailed personal wealth to the company.	Disclosure pushback; potential director resignation; nomination committee process stalls.	Certificate addressed to the Nomination and Remuneration Committee directly and shared under confidentiality, with only the summary net worth figure reported on the declaration form. Detailed schedule remains with the committee chair and CA.
Stale certificate at regulator inspection - if SEBI, RBI or IRDAI inspects mid-cycle, certificates dated more than 12 months old may be questioned.	Material observation in regulator inspection report; regulatory action against the entity.	Annual subscription that refreshes each director certificate every March (RBI cycle) and around SEBI and IRDAI review windows so the file is always inspection-ready.
Mid-cycle director appointment - when a director is appointed off-cycle (post-31 March for RBI entities), the Nomination Committee still needs a current certificate.	Nomination Committee cannot complete due diligence; appointment timing slips.	Off-cycle certificate issued at the appointment date with next annual refresh aligned to the regulator standard cycle.

Patron Accounting Professional Fees

Fee Component	Amount
Patron Accounting Professional Fees	INR 4,999 (Exl GST and Govt. Charges)
Net Worth Certificate for Directors (Fit and Proper) - per director (single regulator)	Starting from INR 4,999 (Exl GST and Govt. Charges)
Multi-Director Board Engagement (5+ directors, single regulator)	Volume-discounted pack - quoted on review of board size and regulator
Annual Refresh Subscription (RBI 31 March cycle + SEBI / IRDAI review windows)	Quoted on board composition; typically aligned to fiscal year
Fit and Proper Full Declaration Support Pack (integrity, convictions, wilful defaulter)	Add-on quoted on review
Same-day Express Delivery (for nomination committee meetings and regulator filing deadlines)	Add-on of INR 1,999 (Exl GST and Govt. Charges) per certificate
Hard-copy courier across India	Included in standard package; 2 to 4 business days nationwide

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.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Net Worth Certificate for Directors (Fit and Proper) consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Time Taken to Issue Your Director Fit and Proper Net Worth Certificate

Stage	Estimated Timeline
Document checklist review and engagement	Same day (within 2 working hours of enquiry)
Standard delivery: signed soft copy with UDIN (per director)	Within 24 to 48 working hours of receiving complete documents
Express same-day delivery (for nomination committee meetings, RBI 31 March)	6 to 8 hours from document receipt
Multi-director board engagement (5+ directors with uniform reference dating)	5 to 7 working days
Your review and corrections (director + compliance officer)	Driven by your timeline - typically same day
UDIN generation and final certification	Within 2 working hours of your approval
Hard copy original courier delivery	2 to 4 business days nationwide from Pune, Mumbai, Delhi or Bangalore office

📅 RBI 31 March Annual Cycle: Patron Accounting maintains an annual refresh calendar for RBI-regulated NBFCs and banks - we proactively reach out 60 days before 31 March to coordinate the entire board refresh. For SEBI registration filings and IRDAI Master Circular review windows, we align certificate issuance to the application or Nomination Committee deadline.

Key Benefits

Why Use a Specialist CA Firm for Your Director Fit and Proper Certificate

UDIN-Authenticated, Regulator-Verifiable

UDIN is verified live on the ICAI portal by Nomination Committees and during SEBI, RBI or IRDAI inspections. Every Patron certificate carries an 18-digit UDIN online-verifiable at udin.icai.org in real time.

Regulator-Specific Format Alignment

Format references the correct regulatory schedule - Schedule II SEBI / Annex-1 RBI Annexure II / IRDAI Master Circular - so the file matches what the regulator inspector expects on first review.

Independent Director Confidentiality

Certificate addressed directly to the Nomination and Remuneration Committee under confidentiality - detailed personal wealth is not circulated. Independent directors get the discretion they expect.

Multi-Director Coordination

Entire-board engagements run on a single reference date and consistent methodology, with parallel-processed director documents delivering a uniform certificate pack within 5 to 7 working days.

RBI 31 March Annual Cycle Tracking

Annual refresh subscription that keeps every NBFC director certificate current to the 31 March RBI cycle - no stale certificate observation at regulator inspection.

15+ Years B2B Compliance Experience

Certificates accepted by Nomination Committees of SEBI-registered intermediaries, RBI-regulated NBFCs and IRDAI-regulated insurance companies and IMFs. ICAI and ICSI registered firm.

Patron Accounting at a Glance

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Issued | 15+ Years Experience

With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves regulated entities across India - both in-person and remotely. Certificates accepted by Nomination Committees of SEBI-registered intermediaries (stock brokers, AMCs, Portfolio Managers, Investment Advisers, Research Analysts, MIIs), RBI-regulated NBFCs and banks, and IRDAI-regulated insurance companies and Insurance Marketing Firms.

2026 SEBI vs RBI vs IRDAI Fit and Proper Comparison Reference Table

Parameter	SEBI Intermediaries	RBI NBFC and Bank	IRDAI Insurer
Governing rule	Schedule II of SEBI (Intermediaries) Regulations, 2008	Annex-1 of NBFC Master Direction (originally RBI June 2004 directive); Section 10A Banking Regulation Act 1949	IRDAI Master Circular on Corporate Governance for Insurers 2024, dated 22 May 2024
Applies to	Intermediary, principal officer, directors, promoter, KMP	Bank and NBFC directors (Scale Based Regulation framework)	Insurance company directors and KMP; IMF principal officer and directors
Declaration format	As prescribed under intermediary-specific regulation	Annexure II of Annex-1 (signed by director); deed of covenant in Annex-3	Format prescribed in Master Circular; IMF format in Annexure 2 of IMF Regulations
Net worth threshold	Varies by intermediary; financial solvency component of Schedule II	No fixed director threshold; entity NOF of Rs 10 crore for new NBFC	Insurer paid-up capital and director solvency separately governed
Refresh frequency	Periodic - at registration, on change in management	At appointment plus annual declaration as of 31 March	At appointment and at material change; reviewed by Nomination Committee
Reviewer	Intermediary board plus SEBI	NBFC Nomination Committee plus RBI	Insurer Nomination Committee plus IRDAI
Recent change	Consultation Paper 4 February 2026 proposes overhaul of Schedule II	Scale Based Regulation continues, 2026 amendments effective 1 April 2026	Sabka Bima Sabki Raksha Act 2025 (assent 20 December 2025) restructures framework

Related Patron Services

Compliance officers and directors typically combine the fit and proper net worth certificate with these adjacent services.

Appointment of Director - DIR-12 ROC filing and board resolution at director appointment.
Director KYC - annual DIR-3 KYC filing for all directors with MCA.
Private Limited Company Compliance - ROC and MCA compliance for regulated entities.
IRDA IMF Business Registration - end-to-end IRDAI registration for Insurance Marketing Firms.
Net Worth Certificate - parent India service page for general purpose use cases.
Net Worth Certificate for Joint Owners - for directors with jointly held property and bank accounts.

Legal and Compliance Framework

Five frameworks together govern director fit and proper net worth certification.

Framework	What It Governs	Effective Date / Reference
SEBI (Intermediaries) Regulations, 2008 - Schedule II	Four-part fit and proper test - integrity and reputation, absence of convictions and restraint orders, competence including financial solvency and net worth, absence of wilful defaulter status. Consultation Paper 4 February 2026 proposes overhaul.	In force; Consultation Paper 4 February 2026 (pending)
RBI June 2004 Directive (extended to NBFCs via NBFC Master Direction Annex-1)	Prescribes the Annexure II declaration format, deed of covenant in Annex-3, role of the Nomination Committee, and 31 March annual refresh cycle. Original 2004 directive under Section 10A Banking Regulation Act 1949 for banks.	Original directive June 2004; extended to NBFCs via Master Direction
IRDAI Master Circular on Corporate Governance for Insurers 2024	Requires all directors and KMP to be fit and proper across integrity, financial soundness and competence. Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act 2025 tightened framework from 2026.	Master Circular dated 22 May 2024; Act assented 20 December 2025
ICAI UDIN Mandate and Standard on Auditing SA 500	ICAI made UDIN mandatory on all CA certificates with effect from 1 July 2019. SA 500 (Audit Evidence) requires the CA to obtain sufficient and appropriate evidence before certifying. Misstatement exposes the CA to disciplinary action under the Chartered Accountants Act 1949.	UDIN mandate from 1 July 2019; SA 500 in force
Companies Act, 2013 - Section 178	Establishes the Nomination and Remuneration Committee for listed companies and certain other classes. The Committee receives and acts on the fit and proper declaration including the CA-certified net worth statement.	In force from 1 April 2014

Penalty Note: A Net Worth Certificate without UDIN is not a valid CA-attested document; Nomination Committees and regulator inspectors treat it as unverified. The issuing CA may face disciplinary proceedings under the ICAI Disciplinary Directorate. Always verify UDIN at udin.icai.org before submission to the Committee.

External authoritative references: SEBI Intermediaries Regulations, RBI Master Directions index, IRDAI, ICAI UDIN portal.

Who needs a fit and proper net worth certificate for SEBI intermediary?

Under Schedule II of SEBI (Intermediaries) Regulations, 2008, fit and proper criteria apply to the intermediary entity, the principal officer, all directors, the promoters and persons holding controlling interest, and key management persons (KMP). Each must demonstrate financial solvency, integrity and absence of disqualifications. The CA-certified net worth statement evidences the financial solvency criterion. Stock brokers, AMCs, Portfolio Managers, Investment Advisers and Research Analysts are typical SEBI intermediaries that require this filing.

What is the fit and proper criteria for NBFC directors under RBI?

The RBI fit and proper criteria for NBFC directors are set out in Annex-1 of the NBFC Master Direction, originally derived from the RBI June 2004 directive to banks under Section 10A of the Banking Regulation Act 1949. Directors must file the Annexure II declaration at appointment, sign the deed of covenant in Annex-3, and refresh the declaration annually as of 31 March. The Nomination Committee evaluates the declaration and the supporting CA-certified net worth certificate.

Does an independent director need a fit and proper net worth certificate?

Yes. Independent directors are within scope of all three regulators fit and proper frameworks because they sit on the board and are KMP within the meaning of the regulations. The financial solvency criterion applies equally. Most independent directors prefer the certificate to be addressed directly to the Nomination and Remuneration Committee under confidentiality so detailed personal wealth is not circulated. Patron Accounting follows this confidentiality protocol by default.

How often does a director need to refresh the fit and proper net worth certificate?

RBI requires NBFC and bank directors to refresh annually as of 31 March, with a simple confirmation that the previously declared information has not materially changed (or a fresh certificate if it has). SEBI requires refresh at registration and on change in management or control. IRDAI requires refresh at appointment and on material change. A clean practice is to refresh every March alongside the RBI cycle so all certificates remain audit-ready year-round.

SEBI fit and proper kya hota hai aur kab lagta hai

SEBI Schedule II (Intermediaries) Regulations 2008 ke under fit and proper ek 4-part test hai - integrity, convictions absence, financial solvency including net worth, aur wilful defaulter absence. Yeh test stock broker, AMC, PMS, Investment Adviser, Research Analyst jaise SEBI-registered intermediary ke entity ke saath-saath principal officer, directors, promoters aur KMP par lagu hota hai. Registration ke time aur management change par evidence dena padta hai.

Are net worth thresholds different for SEBI, RBI and IRDAI directors?

There is no uniform numerical net worth threshold across the three regulators at the director level. SEBI sets entity-level net worth thresholds for each intermediary type (e.g. Investment Adviser, Portfolio Manager) under the relevant regulation. RBI sets a Net Owned Fund of Rs 10 crore for new NBFCs but evaluates director financial soundness on a case-by-case basis through the Nomination Committee. IRDAI evaluates director financial integrity holistically without a fixed numerical floor. The CA-certified statement evidences solvency rather than meeting a specific number.

What documents does a CA need to issue a fit and proper net worth certificate?

Each director or KMP must share PAN, Aadhaar, DIN reference, last 3 years ITR acknowledgements with computation, last 12 months bank statements, property documents (sale deed, Index II), CAMS or KFintech mutual fund consolidated statement, NSDL or CDSL demat statement, FD certificates, vehicle RC, gold valuation if any, outstanding loan statements and CIBIL summary. Patron Accounting also asks for a board resolution or nomination committee letter referencing the fit and proper review.

How much does a CA charge for a director fit and proper net worth certificate?

Patron Accounting professional fees start from INR 4,999 (Exl GST and Govt. Charges) per director for a single certificate. Multi-director board engagements receive a volume discount and an annual refresh subscription is available for cyclical RBI 31 March compliance. Market range for this premium-compliance certificate is INR 4,000 to INR 8,000 per director depending on the complexity of the director wealth schedule and the level of supporting fit and proper declaration pack required.

Quick Answers

What is it? A CA-issued net worth statement attached to the regulator-prescribed fit and proper declaration form for directors and KMP of SEBI / RBI / IRDAI regulated entities.
Currency format? INR only - this is a domestic regulatory filing.
Who verifies? Nomination and Remuneration Committee evaluates; SEBI, RBI or IRDAI may inspect.
Annual cycle? RBI - 31 March mandatory; SEBI and IRDAI - periodic on appointment and material change.
Multi-director engagement? Yes - volume discount with consistent reference dating across the board.
Independent director confidentiality? Certificate addressed directly to Nomination Committee under confidentiality.
What does it cost? Patron Accounting Professional Fees start from INR 4,999 (Exl GST and Govt. Charges) per director.
Delivery time? Standard 24 to 48 hours per certificate; express same-day on request.

Why Timing Matters for Director Fit and Proper Filings

Three timing pressures matter for director fit and proper filings:

RBI 31 March Annual Cycle: Mechanical. Missing it for a single director triggers a Nomination Committee non-compliance flag that can carry into the NBFC annual return.
SEBI and IRDAI Registration Filings: Time-bound to the application window. A missing or stale director certificate can stall the entire intermediary or insurer registration.
Regulator Inspection: Can happen any time. A stale certificate at inspection is a material observation that compliance officers want to avoid. The cost of a defective fit and proper file is regulatory action against the entity, not the director alone.

Action nudge: Lock in an annual refresh subscription so every certificate is current by 31 March each year. For ad-hoc appointments, engage Patron Accounting at least 5 working days before the Nomination Committee meeting.

Get Your Director Fit and Proper Net Worth Certificate - CA-Signed, UDIN-Stamped, Regulator-Aligned

A fit and proper net worth certificate for directors is a regulator-mandated B2B compliance document, not a consumer certificate. The combination of correct regulatory reference (Schedule II SEBI, Annex-1 RBI, Master Circular IRDAI), confidentiality to the Nomination and Remuneration Committee, UDIN authentication, and aligned annual refresh is what separates a certificate that survives regulator inspection from one that does not.

Patron Accounting LLP - an ICAI and ICSI registered CA and CS firm with 15+ years of practice, certificates accepted by Nomination Committees of SEBI intermediaries, RBI-regulated NBFCs and IRDAI-regulated insurers, and offices in Pune, Mumbai, Delhi and Gurugram - serves regulated entities across India. Patron Accounting Professional Fees start from INR 4,999 (Exl GST and Govt. Charges) per director, with volume discounts on multi-director engagements.

📞 Call +91 945 945 6700 💬 WhatsApp Us ✉️ Email Us

Book a Free Consultation - No Obligation.

Director Fit and Proper Net Worth Certificate Across India

Patron Accounting issues UDIN-authenticated, regulator-aligned Net Worth Certificates for directors and KMP of SEBI / RBI / IRDAI regulated entities across Pune, Mumbai, Delhi, and Gurugram - and PAN India by confidential courier. Multi-director board engagements coordinated centrally.

By City - Director Service Pages

In-person and confidential remote service across our 4 office cities (Appointment of Director has confirmed city pages)

Related Services

Director compliance stack and adjacent regulatory services

Appointment of Director

India

Director KYC

India

Private Limited Company Compliance

India

IRDA IMF Business Registration

India

Net Worth Certificate

India

Net Worth Certificate for Joint Owners

India

Content Created: 17 June 2026 | Last Updated: | Next Review: 17 December 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months to reflect changes in SEBI fit and proper framework (including the SEBI Consultation Paper of 4 February 2026 on Schedule II overhaul), RBI NBFC Master Direction (Scale Based Regulation amendments effective 1 April 2026), IRDAI Corporate Governance Regulations 2024 and Master Circular dated 22 May 2024, the Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act 2025, ICAI UDIN regulations, ICAI Standards on Auditing (SA 500), and Patron Accounting fee schedule. Last verified against sebi.gov.in, rbi.org.in, irdai.gov.in, and udin.icai.org.