Why you can trust this course
We don't ask you to take our word for it. Every claim in every lesson is anchored to a Section, Rule, or judgment. This page is the master register of every authority we cite.
Legal basis snapshot: 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).
How this Companies Act + MCA Practitioner Certification register is built
This trust page is the citation register for the Companies Act + MCA Practitioner Certification course. It cites 32 authorities across 19 statutory instruments, drawn from the legal basis snapshot above (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).).
Primary sources: Companies Act 2013 (14 entries), Companies (Incorporation) Rules 2014 (1 entry), Companies Accounts Rules 2014 (1 entry).
Every claim in every Companies Act + MCA Practitioner Certification lesson traces back to a Section, Rule, or judgment listed below.
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The full citation register
Every authority used in any lesson appears below. Click a row to expand the verbatim text.
SPICe Plus Incorporation , Companies (Incorporation) Rules 2014 (SPICe+) 01 Apr 2014
Plain summary: 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 (Incorporation) Rules 2014. Rule 38 (SPICe+): Every application for incorporation of a company shall be filed in Form INC-32 (SPICe+) along with e-Memorandum of Association (INC-33) and e-Articles of Association (INC-34), together with linked forms as applicable including AGILE-PRO-S (INC-35) and INC-9 declaration. Rule 3 to Rule 8: One Person Company (OPC) incorporation and post-incorporation matters. Rule 25: conversion of OPC into private / public company and conversion of private into public and vice versa.
CSR-2 Timeline , Companies (Accounts) Rules 2014 including CSR-2 01 Apr 2014
Plain summary: 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 (Accounts) Rules 2014. Rule 12 (Filing of financial statements and fees to be paid thereon): (1) Every company shall file the financial statements with Registrar together with Form AOC-4. (1A) Every company having Corporate Social Responsibility obligation under sub-section (5) of section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the financial year 2020-2021 and onwards.
Act Overview , Companies Act 2013 (Act 18 of 2013) 29 Aug 2013
Plain summary: Companies Act 2013 assented 29 August 2013. 29 chapters, 470 sections, 7 schedules. Governs incorporation, capital raising, board and general meetings, accounts, audit, directors and KMP, mergers, oppression and mismanagement, winding up, NCLT/NCLAT jurisdiction, and adjudication of penalties. Amended by the 2015, 2017, 2019, 2020 Amendment Acts and by the Jan Vishwas Act 2023. Corporate Laws (Amendment) Bill 2026 JPC report tabled in both Houses on 3 August 2026; Bill not yet enacted as of 10 August 2026. Companion regime for LLPs sits in the LLP Act 2008.
Companies Act 2013 (Act 18 of 2013), assented on 29 August 2013. An Act to consolidate and amend the law relating to companies. Comprises 29 chapters and 470 sections, brought into force in stages by successive commencement notifications from 12 September 2013 onwards. Applies to companies incorporated under this Act or under any previous Company law, and (with modifications) to insurance companies, banking companies, companies engaged in generation or supply of electricity, and any other company governed by any special Act, insofar as the provisions are not inconsistent with the special Act.
Section 117 Resolutions Filing , Section 117 filing of resolutions with ROC 29 Aug 2013
Plain summary: Section 117 requires a copy of every resolution or agreement in respect of specified matters, together with the explanatory statement under Sec 102, to be filed with the Registrar in Form MGT-14 within 30 days of the passing or making thereof. Covers all special resolutions, resolutions agreed to by all members which would otherwise have needed a special resolution, board resolutions on matters listed in Sec 117(3)(g) read with Rule 8 of MBP Rules 2014, and specific classes of resolutions. Late filing attracts additional fees; continued default attracts penalty on the company and officers in default.
Section 117 Companies Act 2013. Resolutions and agreements to be filed. (1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed.
Section 135 CSR , Section 135 Corporate Social Responsibility 29 Aug 2013
Plain summary: Section 135 applies to every company having net worth of ₹500 crore or more, or turnover of ₹1,000 crore or more, or a net profit of ₹5 crore or more during the immediately preceding financial year. Such company shall constitute a CSR Committee and ensure that the company spends, in every financial year, at least 2 percent of the average net profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Amended by Companies (Amendment) Acts 2019 and 2020; substantive Rules amended by CSR Amendment Rules 2021, 2022, and CSR Policy Amendment Rules 2025 (effective 14 July 2025). Non-compliance penalty on the company: twice the unspent amount or ₹1 crore, whichever is less. On every officer in default: 10% of unspent or ₹2 lakh, whichever is less.
Section 135 Companies Act 2013. Corporate Social Responsibility. (1) Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. (5) The Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.
Section 137 Financials Filing , Section 137 filing of financial statements 29 Aug 2013
Plain summary: Section 137 requires financial statements adopted at the AGM (including consolidated financial statement where applicable) to be filed with the Registrar in Form AOC-4 (or AOC-4 CFS or AOC-4 XBRL as applicable) within 30 days from the date of the AGM. Where AGM is adjourned or not held, the financial statements shall still be filed within specified windows with reasons stated. Late filing attracts additional fees under Sec 403 and CCFS-2026 relief may apply for backlog cases per General Circular 01/2026 and 03/2026.
Section 137 Companies Act 2013. Copy of financial statement to be filed with Registrar. (1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
Section 149 Board Composition , Section 149 board composition 29 Aug 2013
Plain summary: Section 149 sets composition rules: minimum 3 directors for public company, 2 for private, 1 for OPC; maximum 15 (raiseable by special resolution). Public companies with paid-up capital or turnover thresholds must have at least one-third independent directors (Rule 4). Every listed public company shall have at least one woman director; every other public company with paid-up capital of ₹100 crore or more or turnover of ₹300 crore or more shall have at least one woman director. At least one director shall be a person who has stayed in India for a total period of not less than 182 days during the financial year.
Section 149 Companies Act 2013. Company to have Board of Directors. (1) Every company shall have a Board of Directors consisting of individuals as directors and shall have (a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and (b) a maximum of fifteen directors. Provided that a company may appoint more than fifteen directors after passing a special resolution. (3) Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days during the financial year.
Section 164 Disqualifications , Section 164 director disqualifications 29 Aug 2013
Plain summary: Section 164 sets two tracks of disqualification. Section 164(1) is personal to the director: unsound mind, undischarged insolvent, applied to be adjudicated insolvent, convicted for offence involving moral turpitude, DIN cancelled, court order disqualification. Section 164(2) is company-triggered: a person who is or has been a director of a company which has not filed financial statements or annual returns for any continuous period of three financial years, or has failed to repay deposits accepted or pay dividend declared or repay debentures on maturity for one year or more, shall not be eligible to be reappointed as a director of that company or appointed in other companies for a period of five years from the date of default. DIR-8 declaration required at appointment.
Section 164 Companies Act 2013. Disqualifications for appointment of director. (2) No person who is or has been a director of a company which (a) has not filed financial statements or annual returns for any continuous period of three financial years; or (b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.
Section 173 Board Meetings , Section 173 board meeting cadence 29 Aug 2013
Plain summary: Section 173(1) requires every company to hold a minimum of four Board meetings each year, with the gap between two consecutive meetings not exceeding 120 days. First Board meeting shall be held within 30 days of the incorporation date. Notice of not less than 7 days shall be given in writing to every director. OPC, small company, dormant company, and Section 8 company are exempt from the four-meeting rule; they must hold at least one meeting in each half of the calendar year with a gap of not less than 90 days between the two meetings. Participation of directors through video conferencing or other audio-visual means is permitted subject to Rule 3 of MBP Rules, other than matters listed in Rule 4 (financial statements, Board Report, prospectus, audit committee minutes on financial statements, matters related to amalgamation and takeover).
Section 173 Companies Act 2013. Meetings of Board. (1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. (2) The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed.
Section 188 RPT , Section 188 related-party transactions 29 Aug 2013
Plain summary: Section 188 requires Board approval by resolution for prescribed related-party transactions (sale, purchase or supply of any goods or materials; selling or otherwise disposing of, or buying, property; leasing of property; availing or rendering of any services; appointment of any agent for purchase or sale; appointment to any office or place of profit; underwriting the subscription of any securities or derivatives). Shareholder ordinary resolution (not special) required where a company having paid-up share capital of ₹10 crore or more enters into transactions above prescribed thresholds. Rule 15 of MBP Rules sets sub-thresholds: 10% of turnover or ₹100 crore whichever is lower for goods and materials; 10% of net worth or ₹100 crore whichever is lower for property; and other category-specific limits. Audit-committee omnibus approval permitted up to ₹1 crore per transaction with annual limit set by the committee.
Section 188 Companies Act 2013. Related party transactions. (1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to (a) sale, purchase or supply of any goods or materials; (b) selling or otherwise disposing of, or buying, property of any kind; (c) leasing of property of any kind; (d) availing or rendering of any services; (e) appointment of any agent for purchase or sale of goods, materials, services or property; (f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and (g) underwriting the subscription of any securities or derivatives thereof, of the company.
Section 203 KMP , Section 203 Key Managerial Personnel 29 Aug 2013
Plain summary: Section 203 requires every listed company and every other public company having paid-up share capital of ₹10 crore or more to appoint whole-time Key Managerial Personnel: (a) Managing Director or Chief Executive Officer or Manager and, in their absence, a Whole-time Director; (b) Company Secretary; and (c) Chief Financial Officer. Every private company having paid-up share capital of ₹10 crore or more (as amended) must appoint a whole-time Company Secretary. Vacancy in KMP office shall be filled within six months from the date of vacancy. Penalty for default: company ₹5 lakh; every director and KMP in default ₹50,000 plus ₹1,000 per day of continuing default up to ₹5 lakh.
Section 203 Companies Act 2013. Appointment of key managerial personnel. (1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel (i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; (ii) company secretary; and (iii) Chief Financial Officer.
Section 204 Secretarial Audit , Section 204 secretarial audit and MR-3 29 Aug 2013
Plain summary: Section 204 requires every listed company, every public company having paid-up share capital of ₹50 crore or more, every public company having turnover of ₹250 crore or more, and every company (public or private) having outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more (added by Rule 9 as amended) to annex a Secretarial Audit Report (Form MR-3) issued by a Practising Company Secretary with its Board Report. The secretarial auditor examines and reports on compliance with the Companies Act, Rules made under it, and other applicable laws including SEBI Regulations, FEMA, Depositories Act, and industry-specific laws. Board Report must explain in full any qualification, reservation, or adverse remark in the MR-3. For listed entities, SEBI LODR Reg 24A extends the secretarial audit obligation to every material unlisted subsidiary incorporated in India.
Section 204 Companies Act 2013. Secretarial audit for bigger companies. (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company. (3) The Board of Directors, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).
Section 248 Strike-Off , Section 248 removal of names from register 29 Aug 2013
Plain summary: Section 248 gives ROC and companies two routes to strike a company off the register. Section 248(1) is ROC-initiated: where a company has failed to commence business within one year of incorporation, or has not carried on business or operation for a period of two immediately preceding financial years and has not made any application for dormant company status under Sec 455, or subscribers to the memorandum have not paid the subscription undertaken and INC-20A has not been filed within 180 days. Section 248(2) is company-initiated by special resolution. Processed through the Centre for Processing Accelerated Corporate Exit (C-PACE) established 17 April 2023. In FY 2024-25, 15,837 companies were struck off via C-PACE.
Section 248 Companies Act 2013. Power of Registrar to remove name of company from register of companies. (1) Where the Registrar has reasonable cause to believe that (a) a company has failed to commence its business within one year of its incorporation; or (b) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455; or (c) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A, he shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company.
Section 454 Adjudication , Section 454 adjudication of penalties 29 Aug 2013
Plain summary: Section 454 gives the Central Government power to appoint Adjudicating Officers (not below the rank of Registrar) to adjudicate penalties for defaults under the Act. Sections 454(3) and (4) provide for appeal to the Regional Director within 60 days. Adjudication of Penalties Rules 2014, amended 5 August 2024 effective 16 September 2024, introduced the E-adjudication module through the MCA portal. In FY 2024-25, approximately 1,150 RD/ROC adjudication orders were passed under this mechanism, with roughly 225 concerning Sections 92 and 137 (annual filing and financial statement filing defaults). Corporate Laws (Amendment) Bill 2026 proposes to insert Section 454B (Recovery Officer) and Section 454C (Specified Authority for settlement).
Section 454 Companies Act 2013. Adjudication of penalties. (1) The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed. (3) The adjudicating officer may, by an order (a) impose the penalty on the company, the officer who is in default, or any other person, as the case may be, stating any non-compliance or default under the relevant provision of the Act; and (b) direct such company, or officer who is in default, or any other person, as the case may be, to rectify the default, wherever he considers fit.
Section 92 Annual Return , Section 92 annual return 29 Aug 2013
Plain summary: Section 92 requires every company to prepare an annual return in Form MGT-7 (or MGT-7A for OPCs and small companies) as at the close of the financial year and file it with the ROC within 60 days from the date of the AGM. Annual return covers registered office, principal business activities, particulars of holding / subsidiary / associate companies, shares / debentures / other securities, members and debenture holders, promoters / directors / KMP, meetings, remuneration, penalties, matters relating to certification of compliance. Penalty for default: company ₹10,000 plus ₹100 per day of continuing default up to ₹2 lakh; officer in default ₹10,000 plus ₹100 per day up to ₹50,000.
Section 92 Companies Act 2013. Annual return. (1) Every company shall prepare a return in the prescribed form containing the particulars as they stood on the close of the financial year regarding (a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies; (b) its shares, debentures and other securities and shareholding pattern; (c) its members and debenture-holders along with changes therein since the close of the previous financial year; (d) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year; (e) meetings of members or a class thereof, Board and its various committees along with attendance details; (f) remuneration of directors and key managerial personnel; and (g) certain other matters.
Section 96 AGM , Section 96 Annual General Meeting 29 Aug 2013
Plain summary: Section 96 requires every company (other than an OPC) to hold an Annual General Meeting within a period of six months from the date of closing of the financial year, and the gap between two AGMs shall not exceed 15 months. First AGM shall be held within 9 months from the date of closing of the first financial year. AGM shall be held during business hours (9 AM to 6 PM), on a day other than a National Holiday, at the registered office or in the city / town / village where the registered office is situated. Extension by ROC up to 3 months for reasons other than the first AGM.
Section 96 Companies Act 2013. Annual General Meeting. (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next. Provided that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.
E-Adjudication Rules 2024 , E-adjudication live 16 September 2024 16 Sep 2024
Plain summary: 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.
Companies (Adjudication of Penalties) Amendment Rules 2024, notified 5 August 2024, effective 16 September 2024. The Amendment Rules insert Rule 3A providing for electronic adjudication and appeal proceedings. All notices, replies, hearings, and orders under Section 454 are conducted through the MCA e-adjudication module. Regional Director appeals under Section 454(5) are also handled electronically. In FY 2024-25, approximately 1,150 adjudication orders were passed under the E-adjudication mechanism.
CSR Amendment 2025 , CSR Policy Amendment Rules 2025 (CSR-1 substituted) 14 Jul 2025
Plain summary: 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 (Corporate Social Responsibility Policy) Amendment Rules 2025, effective 14 July 2025. In exercise of powers under section 469 read with section 135 of the Companies Act 2013, the Central Government amends the Companies (CSR Policy) Rules 2014 to substitute Form CSR-1 (Registration of implementing agency) with an expanded disclosure form containing additional information on beneficial ownership, past project delivery record, and geographical footprint.
Small Company Threshold 2025 , Small-company threshold revised 1 December 2025 01 Dec 2025
Plain summary: Companies (Specification of Definition Details) Amendment Rules 2025 notified 1 December 2025 and effective 1 December 2025 raised the small-company threshold under Section 2(85) to paid-up share capital not exceeding ₹10 crore and turnover not exceeding ₹100 crore. Practitioner impact: many private companies that were previously "non-small" now qualify as small companies, reducing their compliance burden (MGT-7A instead of MGT-7, cash-flow statement not mandatory, board-meeting relaxation, audit rotation not mandatory).
Companies (Specification of Definition Details) Amendment Rules 2025, notified by MCA on 1 December 2025. In exercise of powers under Section 469 of the Companies Act 2013, the Central Government amends Rule 2(1)(t) to substitute the thresholds for small company. A small company means a company, other than a public company, having paid-up share capital not exceeding rupees ten crore and turnover as per profit and loss account for the immediately preceding financial year not exceeding rupees one hundred crore.
DIR-3-KYC Rule 12A , Directors Rules 2014 Rule 12A DIR-3-KYC 01 Apr 2014
Plain summary: 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 (Appointment and Qualification of Directors) Rules 2014. Rule 12A. Directors KYC. Every individual who has been allotted a Director Identification Number (DIN) as on 31st March of a financial year, as per these Rules, shall, submit e-form DIR-3-KYC to the Central Government on or before 30th September of immediate next financial year. Provided that an individual, who has already submitted e-form DIR-3-KYC in relation to any previous financial year, and no update is required in his details, may perform his annual KYC by accessing DIR-3-KYC-WEB service.
MGT-7 Annual Return , Companies (Management and Administration) Rules 2014 01 Apr 2014
Plain summary: 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 (Management and Administration) Rules 2014, notified 31 March 2014. Rule 11 (Annual Return): (1) Every company shall prepare its annual return in Form No. MGT-7. Every One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No. MGT-7A. (2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT-8.
Board Meetings VC Rule 3 , MBP Rules 2014 Rule 3 board meetings via VC 01 Apr 2014
Plain summary: 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 (Meetings of Board and its Powers) Rules 2014. Rule 3 (Meetings of Board through video conferencing or other audio visual means): (1) Every company shall make necessary arrangements to avoid failure of video or audio visual connection. (2) The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care (a) to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures; (b) to ensure availability of proper video conferencing or other audio visual equipment or facilities.
Rule 9B Dematerialisation , PAS Rules Rule 9B private company demat 27 Oct 2023
Plain summary: 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 (Prospectus and Allotment of Securities) Rules 2014. Rule 9B (Issue of securities in dematerialised form by private companies): (1) Every private company, other than a small company, shall within the period referred to in sub-rule (2) (a) issue the securities only in dematerialised form; and (b) facilitate dematerialisation of all its securities in accordance with provisions of the Depositories Act, 1996 and regulations made thereunder. The extended deadline for compliance is 30 June 2025 per the Amendment Rules dated 12 February 2025.
Bill 2026 JPC Report Tabled , Corporate Laws (Amendment) Bill 2026 (JPC report tabled, not yet enacted) 23 Mar 2026
Plain summary: Corporate Laws (Amendment) Bill 2026 introduced in Lok Sabha on 23 March 2026 and referred to a 31-member Joint Parliamentary Committee. JPC report tabled in both Houses of Parliament on 3 August 2026, endorsing ease-of-doing-business reforms. Proposed changes include: further decriminalisation of Companies Act offences; insertion of Section 454B for Recovery Officer with powers of attachment and sale; insertion of Section 454C for a Specified Authority to settle civil penalty proceedings on terms; amendments to related-party-transaction and CSR wording. Bill NOT yet enacted as of 10 August 2026. Course teaches as proposed; will be updated when enacted.
Corporate Laws (Amendment) Bill 2026 introduced in Lok Sabha on 23 March 2026. Referred to a 31-member Joint Parliamentary Committee. JPC report tabled in both Houses on 3 August 2026, endorsing the ease-of-doing-business direction of the Bill. Key proposals: further decriminalisation of Companies Act offences building on the Jan Vishwas Act 2023 direction; Section 454B Recovery Officer with powers of attachment and sale to recover penalties adjudicated under Section 454; Section 454C Specified Authority empowered to settle civil penalty proceedings on terms including composition and payment schedules. Bill not yet enacted as of 10 August 2026; verify current status at prsindia.org and mca.gov.in.
SS-1 Board Meetings 2024 , Revised SS-1 effective 1 April 2024 01 Apr 2024
Plain summary: Revised Secretarial Standard SS-1 (Meetings of the Board of Directors) approved by ICSI Council on 13 February 2024, with MCA approval letter dated 2 January 2024. Effective 1 April 2024. Issued under Sec 118(10) and mandatory for all companies except OPC where the Board consists of only one director. Governs notice (minimum 7 days), agenda, quorum, participation via VC/OAVM, minutes preparation and retention, resolutions by circulation under Sec 175. Key 2024 additions: single-year electronic-mode intent notice by directors; tightened quorum wording; specified circulation-of-documents timing.
Secretarial Standard on Meetings of the Board of Directors (SS-1), revised version approved by the Council of the Institute of Company Secretaries of India on 13 February 2024. MCA approval letter dated 2 January 2024. Effective 1 April 2024. Issued under Section 118(10) of the Companies Act 2013 and mandatory for all companies (except OPC where the Board consists of only one director).
SS-2 General Meetings 2024 , Revised SS-2 effective 1 April 2024 01 Apr 2024
Plain summary: Revised Secretarial Standard SS-2 (General Meetings) approved by ICSI Council on 13 February 2024, MCA-approved 2 January 2024. Effective 1 April 2024. Mandatory for all companies except OPC. Governs notice under Sec 101, quorum under Sec 103, proxies under Sec 105, chair, e-voting alignment with MA Rules Rule 20, poll under Sec 109, minutes under Sec 118 and Rule 25 of MA Rules, filing of resolutions in MGT-14 under Sec 117 within 30 days.
Secretarial Standard on General Meetings (SS-2), revised version approved by the Council of the Institute of Company Secretaries of India on 13 February 2024. MCA approval letter dated 2 January 2024. Effective 1 April 2024. Governs the manner in which General Meetings of Members (Annual General Meetings and Extraordinary General Meetings) are convened and conducted.
Jan Vishwas Act 2023 , Jan Vishwas (Amendment of Provisions) Act 2023 11 Aug 2023
Plain summary: Jan Vishwas (Amendment of Provisions) Act 2023 (Act 18 of 2023), assented 11 August 2023. Amended 42 statutes including the Companies Act 2013 to decriminalise minor and technical offences. Made compounding available before or after prosecution for a broader set of fine-only offences. Practitioner impact: several Companies Act offences that previously required NCLT compounding are now adjudicated through the Sec 454 adjudication route or made compoundable before Regional Director without prosecution.
Jan Vishwas (Amendment of Provisions) Act 2023 (Act 18 of 2023), assented on 11 August 2023. An Act to amend certain enactments for decriminalising and rationalising offences to further enhance trust-based governance for ease of living and doing business. Amends 42 statutes including the Companies Act 2013 to convert specified fine-only offences into civil defaults and expands compounding availability.
FY25 Adjudication Stats , FY 2024-25 MCA adjudication scale 31 Mar 2025
Plain summary: MCA enforcement scale in FY 2024-25 (per MCA and public reporting): approximately 1,150 RD/ROC adjudication orders under Section 454. Roughly 225 orders concerned Section 92 (annual return) and Section 137 (financial statement filing) defaults, the bread-and-butter penalty categories. 15,837 companies were struck off under Section 248 through the Centre for Processing Accelerated Corporate Exit (C-PACE), established 17 April 2023, which handles strike-off applications centrally. Illustrates the practical enforcement risk of routine filing lapses.
MCA enforcement in FY 2024-25 (based on MCA and public data): approximately 1,150 Regional Director / Registrar of Companies adjudication orders under Section 454 of the Companies Act 2013; approximately 225 of those orders relating to Section 92 (annual return) and Section 137 (financial statement filing) defaults. Under Section 248 read with Companies (Removal of Names) Rules 2016, 15,837 companies were struck off through the Centre for Processing Accelerated Corporate Exit (C-PACE) established on 17 April 2023.
CCFS-2026 Extended , CCFS-2026 extended to 31 August 2026 08 Jul 2026
Plain summary: MCA General Circular 01/2026 dated 24 February 2026 launched the Companies Compliance Facilitation Scheme (CCFS-2026): pay normal fees plus 10 per cent of additional fees to clear pending annual returns (MGT-7 / MGT-7A) and financial statements (AOC-4 family) with immunity from prosecution and against additional fees over and above the 10 per cent. General Circular 03/2026 dated 8 July 2026 extended the CCFS-2026 validity from 15 July 2026 to 31 August 2026, citing the MCA21 data-centre capacity restoration required after the 5 June 2026 data-centre fire incident.
MCA General Circular 01/2026 dated 24 February 2026 launched the Companies Compliance Facilitation Scheme (CCFS-2026). Filers pay normal statutory fees plus ten per cent of the applicable additional fees to complete filings of pending annual returns and financial statements without prosecution. General Circular 03/2026 dated 8 July 2026 extended CCFS-2026 validity to 31 August 2026 following the MCA21 data-centre fire on 5 June 2026 and related capacity restoration.
V2 Decommissioning , MCA V3 portal complete; V2 decommissioned 30 June 2026 30 Jun 2026
Plain summary: MCA V3 portal migration essentially complete as of August 2026. Legacy MCA21 V2 portal permanent decommissioning scheduled 30 June 2026, with a 30-day grace period until 30 July 2026 for documented V3 technical issues under Section 403 relaxation. All company e-forms migrated to V3 including SPICe+, AOC-4 family, MGT-7 family, MGT-14, DIR-3-KYC (web and e-form), DIR-12, CHG-1/9/4, INC-20A, INC-22, DPT-3, MSME-1, CSR-1, CSR-2, ADT-1, PAS-3, SH-7, MR-3 attachment via MGT-8/MGT-7. LLP forms (FiLLiP, Form 3, Form 4, Form 8, Form 11) also on V3. MCA21 data-centre fire on 5 June 2026 disrupted portal availability and triggered CCFS-2026 extension.
MCA V3 portal (mca.gov.in) is the operating environment for all company and LLP e-filings as of August 2026. Legacy MCA21 V2 portal permanent decommissioning date: 30 June 2026, followed by a 30-day grace period until 30 July 2026 for filings delayed by documented V3 technical issues under Section 403 relaxation. MCA21 data-centre fire on 5 June 2026 disrupted portal availability; General Circular 03/2026 extended the CCFS-2026 window in response.
NFRA Authority Litigation , NFRA authority partially destabilised 2025 01 Mar 2025
Plain summary: National Financial Reporting Authority (NFRA), constituted under Section 132, faced two litigation setbacks in 2025. Delhi High Court in February 2025 held that the combined investigate-adjudicate structure adopted by NFRA was infirm, effectively challenging NFRA disciplinary orders issued through that structure. Supreme Court in March 2025 partly restored NFRA authority pending detailed review. Practitioner impact: NFRA disciplinary orders against auditors passed under the challenged structure carry litigation risk; auditor-discipline enforcement path may be reworked. Course to be updated as SC final ruling becomes available.
National Financial Reporting Authority (NFRA) established under Section 132 Companies Act 2013 faced two 2025 litigation events. Delhi High Court in February 2025 held that NFRA's combined investigate-adjudicate structure was infirm. Supreme Court of India in March 2025 partly restored NFRA authority pending detailed consideration. Final Supreme Court ruling and any consequential NFRA rule amendment must be tracked on nfra.gov.in and main.sci.gov.in.
SFIO Complaint Gate (Yerram Vijay Kumar, 9 Jan 2026) , SC 9 Jan 2026: Section 447 cognisance only on SFIO complaint 09 Jan 2026
Plain summary: Supreme Court of India in Yerram Vijay Kumar v. State of Telangana, 2026 INSC 42, decided on 9 January 2026 by a bench of Justice J.K. Maheshwari and Justice K. Vinod Chandran, held that a private complaint under Section 212(6) of the Companies Act 2013 is not maintainable for a Section 447 fraud offence. Cognisance can be taken only on a complaint filed by the Director SFIO (Serious Fraud Investigation Office) or by an officer of the Central Government authorised in this behalf. This channels all Section 447 fraud prosecutions through the SFIO / Central Government gate. Practitioner impact: private complainants (aggrieved shareholder, creditor) must escalate to SFIO for investigation rather than filing directly; SFIO discretion becomes the effective enforcement filter.
Yerram Vijay Kumar v. State of Telangana, 2026 INSC 42, decided on 9 January 2026 by a bench of Justice J.K. Maheshwari and Justice K. Vinod Chandran. The Supreme Court held that a private complaint under Section 212(6) of the Companies Act 2013 is not maintainable in respect of an offence punishable under Section 447 of the Act. Cognisance of a Section 447 offence can be taken only on a complaint made by the Director of the Serious Fraud Investigation Office (SFIO) or by an officer of the Central Government authorised in this behalf. Reported at LiveLaw and available from the Supreme Court judgment portal.
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