The Rules ecosystem: which 20-plus Rules a working CS opens every quarter

The Act is the frame. The Rules are the operating spec. Twenty-plus Rules have been notified under the Act; a working practitioner opens at least a dozen every quarter. This lesson maps each Rule to the Sections it operationalises.

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Legal basis

Companies Act + MCA primary-source stack current to 10 August 2026. Core: Companies Act 2013 (Act 18 of 2013, assented 29 August 2013); Companies (Amendment) Acts 2015, 2017, 2019, 2020; Jan Vishwas (Amendment of Provisions) Act 2023; Corporate Laws (Amendment) Bill 2026 (JPC report tabled in both Houses on 3 August 2026, Bill not yet enacted). Rules: Companies (Specification of Definition Details) Amendment Rules 2025 (notified 1 December 2025, small-company threshold ₹10 crore / ₹100 crore); Companies (Incorporation) Rules 2014 (SPICe+); Companies (Management and Administration) Rules 2014 (MGT-7 / MGT-7A, Rule 20 e-voting); Companies (Meetings of Board and its Powers) Rules 2014 (Rule 3 VC/OAVM, Rule 15 RPT); Companies (Appointment and Qualification of Directors) Rules 2014 (Rule 12A DIR-3-KYC); Companies (Prospectus and Allotment of Securities) Second Amendment Rules 2023 (Rule 9B dematerialisation) as extended by Amendment Rules dated 12 February 2025 to 30 June 2025; Companies (Audit and Auditors) Rules 2014; Companies (Accounts) Rules 2014; Companies (CSR Policy) Rules 2014 as amended by CSR Amendment Rules 2021, 2022, and CSR Policy Amendment Rules 2025 (effective 14 July 2025); Companies (Adjudication of Penalties) Amendment Rules 2024 (E-adjudication live 16 September 2024). Standards: Revised SS-1 and SS-2 approved by ICSI 13 February 2024, MCA-approved 2 January 2024, effective 1 April 2024. MCA Circulars: General Circular 01/2026 (CCFS-2026 launch 24 February 2026); General Circular 03/2026 (CCFS-2026 extended 8 July 2026 to 31 August 2026 after MCA21 data-centre fire of 5 June 2026). Enforcement: Supreme Court ruling of 9 January 2026 in Yerram Vijay Kumar v. State of Telangana (2026 INSC 42) on the Section 447 SFIO complaint gate; NFRA Delhi HC February 2025 and SC March 2025 rulings; FY 2024-25 MCA adjudication scale (approximately 1,150 RD/ROC orders; 15,837 strike-offs via C-PACE).

The Companies Act is the frame; the Rules are the operating spec. Reading a Section without its Rules is like reading a menu without prices. Twenty-plus sets of Rules have been notified under the Act since 2014; a working practitioner opens at least a dozen of them every quarter. Here is the working map.

The Rules you open weekly

Rule set	Operationalises	Key forms
Companies (Incorporation) Rules 2014 `[L2-C1]`	Sec 3-22 incorporation	SPICe+, INC-33 e-MoA, INC-34 e-AoA, INC-35 AGILE-PRO-S, INC-9, INC-20A, INC-22, INC-22A ACTIVE
Companies (Management and Administration) Rules 2014 `[L2-C2]`	Sec 88 registers, Sec 92 annual return, Sec 108 e-voting	MGT-7, MGT-7A, MGT-8, MGT-14
Companies (Meetings of Board and its Powers) Rules 2014 `[L2-C3]`	Sec 173 board meetings, Sec 179 board powers, Sec 188 RPT	Rule 3 VC/OAVM; Rule 15 RPT thresholds; Rule 6 audit committee
Companies (Appointment and Qualification of Directors) Rules 2014 `[L2-C4]`	DIN, independent-director qualification, DIR-3-KYC	DIR-3, DIR-3-KYC, DIR-6, DIR-8, DIR-12, DIR-11, MR-1
Companies (Accounts) Rules 2014 `[L2-C5]`	Sec 128 books, Sec 129 financial statements, Sec 137 filing	AOC-1, AOC-2, AOC-4, AOC-4 CFS, AOC-4 XBRL, CSR-2

The Rules you open quarterly

Companies (Audit and Auditors) Rules 2014: auditor appointment (ADT-1), rotation (Rule 5), fraud reporting (Rule 13 with ADT-4).
Companies (Share Capital and Debentures) Rules 2014: preference-share issue, bonus shares, ESOP, PAS-3 return of allotment.
Companies (Prospectus and Allotment of Securities) Rules 2014: Section 42 private placement (Rule 14), Rule 9A (public company demat), Rule 9B (private company demat, deadline extended to 30 June 2025) [L2-C6].
Companies (Registration of Charges) Rules 2014: CHG-1 (creation), CHG-9 (debenture charge), CHG-4 (satisfaction).
Companies (CSR Policy) Rules 2014: most recently amended by CSR Policy Amendment Rules 2025 effective 14 July 2025 [L2-C7]. CSR-1, CSR-2.
Companies (Registration Offices and Fees) Rules 2014: Section 403 fees, additional-fees schedule.
Companies (Adjudication of Penalties) Rules 2014: amended 5 August 2024, E-adjudication live 16 September 2024 [L2-C8].

The Rules you open only when the specific issue arises

Companies (Compromises, Arrangements and Amalgamations) Rules 2016: read alongside NCLT Rules 2016 for Chapter XV proceedings.
Companies (Removal of Names of Companies from the Register of Companies) Rules 2016: STK-2 to STK-7 strike-off; processed through C-PACE from 17 April 2023.
Companies (Cost Records and Audit) Rules 2014: Section 148 cost audit, CRA-1/2/3/4.
Companies (Indian Accounting Standards) Rules 2015: Ind AS applicability by turnover / net-worth tiers.
Companies (Filing of Documents and Forms in XBRL) Rules 2015: AOC-4 XBRL applicability.
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Section 197 remuneration, Section 203 KMP, Section 204 secretarial audit (MR-3).
Companies (Producer Companies) Rules 2021: Part XXIA producer-company regime.

The core discipline

Whenever you draft a note or send an advisory, cite the Section AND the Rule. "Under Section 173 of the Companies Act 2013 read with Rule 3 of the Meetings of Board and its Powers Rules 2014" is the correct form. Section-only citations are incomplete because the Rule is where the operational detail lives.

Every claim in this lesson is cited. Yellow markers like [L1-C1] are clickable. Click any to see the verbatim text of the Section, Rule or judgment we're relying on. Learn how we verify content ›

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Citations

Companies (Incorporation) Rules 2014, SPICe Plus Incorporation (Companies (Incorporation) Rules 2014 (SPICe+)) L2-C1

Companies (Incorporation) Rules 2014 govern incorporation. Rule 38 SPICe+ Part A covers name reservation; Part B covers incorporation and linked-form filings including AGILE-PRO-S (Form INC-35 for GSTIN, EPFO, ESIC, Profession Tax, Bank Account, and Shops & Establishment registration), e-MoA (INC-33), e-AoA (INC-34), and INC-9 declaration. Post-incorporation Rules include INC-20A (declaration of commencement of business under Sec 10A within 180 days), INC-22 (registered office change within 30 days), INC-22A ACTIVE (know-your-company), Rule 25 for conversion of OPC into private/public and vice versa.

Companies MA Rules 2014, MGT-7 Annual Return (Companies (Management and Administration) Rules 2014) L2-C2

Companies (Management and Administration) Rules 2014 govern statutory registers under Sec 88 (Rule 3 to Rule 6: Register of Members, Debenture-holders, Other Securities Holders, Foreign Members), the annual return under Sec 92 (Rule 11: MGT-7 for companies other than OPC and small; MGT-7A for OPC and small company), and general-meeting mechanics: Rule 20 e-voting for companies with 1,000 or more members, Rule 22 postal ballot, Rule 23 filing of special resolutions in MGT-14, Rule 25 exemption criteria. Rule 11(1) requires MGT-7 to be signed by a director and by the Company Secretary (or by the CS in Practice where no CS is in employment).

Companies MBP Rules 2014, Board Meetings VC Rule 3 (MBP Rules 2014 Rule 3 board meetings via VC) L2-C3

Companies (Meetings of Board and its Powers) Rules 2014 Rule 3 permits participation of directors in board meetings through video conferencing or other audio visual means. Notice of the meeting must inform directors of the option to participate via VC/OAVM. Directors intending to participate via VC/OAVM must give prior intimation to the company. Rule 4 lists matters not to be dealt with at a meeting through VC/OAVM: approval of the annual financial statements; approval of the Board Report; approval of the prospectus; audit committee meetings for consideration of financial statements including consolidated financial statement to be approved by the Board under Sec 134(1); approval of matters relating to amalgamation, merger, demerger, acquisition, and takeover. (Note: MCA relaxed some of these categories via general circulars during and post-COVID; verify current status.) Rule 15 governs related-party-transaction Board approval thresholds and audit-committee omnibus limits.

Companies Directors Rules 2014, DIR-3-KYC Rule 12A (Directors Rules 2014 Rule 12A DIR-3-KYC) L2-C4

Companies (Appointment and Qualification of Directors) Rules 2014 Rule 12A requires every individual who holds a DIN as on 31 March of a financial year to file DIR-3-KYC or web-form DIR-3 KYC WEB on or before 30 September of the immediately succeeding financial year. Non-filing leads to DIN deactivation with the tag "Deactivated due to non-filing of DIR-3-KYC". Reactivation requires filing the pending DIR-3-KYC with a late fee of ₹5,000. Distinct from disqualification under Sec 164(2), which is a five-year debarment on reappointment.

Companies Accounts Rules 2014, CSR-2 Timeline (Companies (Accounts) Rules 2014 including CSR-2) L2-C5

Companies (Accounts) Rules 2014 govern books of account (Section 128, Rule 3), financial statement preparation (Section 129, Rule 4-6), Board Report content (Section 134, Rule 8), circulation of financial statements (Section 136, Rule 11), and filing (Section 137, Rule 12: AOC-4, AOC-4 CFS, AOC-4 XBRL). Companies (Accounts) Second Amendment Rules 2024 required CSR-2 for FY 2023-24 by 31 December 2024. Companies (Accounts) Amendment Rules 2025 extended the CSR-2 for FY 2023-24 deadline to 30 June 2025. Rule 8 mandates Board Report contents including CSR annexure, related-party-transactions disclosure (AOC-2), remuneration ratio for listed companies, energy conservation and technology absorption data, and information on subsidiaries, associates, and joint ventures (AOC-1).

Companies Prospectus Allotment Rules 2014, Rule 9B Dematerialisation (PAS Rules Rule 9B private company demat) L2-C6

Companies (Prospectus and Allotment of Securities) Second Amendment Rules 2023 notified 27 October 2023 inserted Rule 9B mandating every private company (other than a small company) to issue securities in dematerialised form and facilitate dematerialisation of its existing securities. Amendment Rules of 12 February 2025 extended the compliance deadline for private companies (other than small), Section 8 companies, and Nidhi companies to 30 June 2025. Rule 9A covers unlisted public companies (in force since 2 October 2018). Practitioner impact: private companies whose paid-up capital or turnover exceeds the small-company thresholds must open a demat connection with a DP, list securities on NSDL and CDSL, and file Form PAS-6 half-yearly.

Companies CSR Rules 2014, CSR Amendment 2025 (CSR Policy Amendment Rules 2025 (CSR-1 substituted)) L2-C7

Companies (CSR Policy) Amendment Rules 2025, effective 14 July 2025, substituted the CSR-1 form (registration of implementing agency for CSR projects) with an expanded disclosure form. Existing implementing agencies registered under the earlier CSR-1 continue but any new registrations after 14 July 2025 use the updated form. Amendment builds on the CSR Amendment Rules 2021 (which introduced Unspent CSR Account rules and impact assessment) and CSR Amendment Rules 2022 (which broadened permissible implementing-agency structures). Non-compliance penalty on the company: twice the unspent amount or ₹1 crore, whichever is less; on every officer in default: 10 per cent of the unspent amount or ₹2 lakh, whichever is less.

Companies Adjudication Rules 2014, E-Adjudication Rules 2024 (E-adjudication live 16 September 2024) L2-C8

Companies (Adjudication of Penalties) Amendment Rules 2024 notified 5 August 2024 and effective 16 September 2024 introduced the electronic adjudication (E-adjudication) module through the MCA portal. All Sec 454 adjudication proceedings are now filed, tracked, and disposed electronically. Regional Director appeals under Sec 454(5) also handled through the module. Practitioner impact: hearings scheduled electronically; orders published on the module; appeal deadlines (60 days from receipt) run from electronic delivery.

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Module 1: Foundations: the Act, the Rules, the MCA V3 portal reality

Module 2: Incorporation and post-incorporation compliance

SPICe+ Part A and Part B walkthrough
The first-year compliance clock
Registered office changes and INC-22 discipline
Object clause amendments and MGT-14

Module 3: Board governance: composition, meetings, resolutions, SS-1 discipline

Board composition under Section 149 and the independent-director rule
Section 173 board meeting cadence and VC/OAVM under Rule 3
Revised SS-1 effective 1 April 2024
Section 179 board powers vs Section 180 special-resolution matters

Module 4: General meetings, AGM, resolutions, SS-2 discipline

Section 96 AGM: timing, place, and ROC extension
Section 101 notice: 21 clear days, content, delivery
Quorum, chair, proxies, and e-voting under Rule 20
Revised SS-2 and Section 117 filing of resolutions

Module 5: Statutory filings and the annual filing cycle

The annual filing cycle: AOC-4 family and MGT-7 / MGT-7A
DIR-3-KYC: the annual DIN hygiene ritual
DPT-3, MSME-1, and other rolling filings
Late fees, additional fees, and the CCFS-2026 catch-up window

Module 6: CSR under Section 135: applicability, spend, reporting

Section 135: applicability thresholds and the 2% spend calculation
Unspent CSR Account and Schedule VII permitted activities
CSR-1 substituted July 2025 and CSR-2 annual reporting
CSR non-compliance and MCA enforcement pattern

Module 7: Directors, KMP, and related-party transactions

Director appointment, retirement, removal, and Section 164 disqualifications
Independent director qualification, IICA databank, and proficiency test
Section 203 KMP: MD/WTD, CFO, CS trigger
Related-party transactions under Section 188 and Rule 15

Module 8: Secretarial audit, MCA enforcement, and capstone

Section 204 secretarial audit and Form MR-3
E-adjudication and the MCA enforcement pattern
Strike-off under Section 248 and C-PACE
Jan Vishwas Act 2023 impact and NFRA context
Capstone: 12-month compliance calendar for a mid-market unlisted private company

Module 9: Final Exam and Certificate