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Core Purpose

The Central Government amends the Companies (Meetings of Board and its Powers) Rules, 2014, by substituting sub-rule (2) of rule 11, to redefine the expression "business of financing industrial enterprises."

Detailed Summary

The Ministry of Corporate Affairs, vide Notification G.S.R. 811(E) dated 3rd November, 2025, exercising powers under sections 173, 177, 178, and 186 read with section 469 of the Companies Act, 2013 (18 of 2013), has enacted the Companies (Meetings of Board and its Powers) Amendment Rules, 2025. These rules come into force on their publication date in the Official Gazette (November 3, 2025). The amendment specifically substitutes sub-rule (2) of rule 11 in the Companies (Meetings of Board and its Powers) Rules, 2014. The revised sub-rule clarifies that for the purposes of clause (a) of sub-section (11) of section 186 of the Act, the expression “business of financing industrial enterprises” shall include, for a Non-Banking Financial Company registered with the Reserve Bank of India, the business of giving any loan or providing any guaranty/security for loan repayment in its ordinary course of business. For a Finance Company registered with the International Financial Services Centres Authority, it includes activities specified in sub-clause (a) or sub-clause (e) of clause (ii) of sub-regulation (1) of regulation 5 of the International Financial Services Centres Authority (Finance Company) Regulations, 2021, in its ordinary course of business. The original Companies (Meetings of Board and its Powers) Rules, 2014, were published vide G.S.R. 240(E) dated 31st March, 2014, and last amended vide G.S.R. 409(E) dated 15th June, 2021.

Full Text

REGD. No. D. L.-33004/99 The Gazette of India CG-DL-E-06112025-267408 EXTRAORDINARY PART II-Section 3-Sub-section (i) PUBLISHED BY AUTHORITY No. 725] NEW DELHI, MONDAY, NOVEMBER 3, 2025/KARTIKA 12, 1947 MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 3rd November, 2025 G.S.R. 811(E).— In exercise of the powers conferred by sections 173, 177, 178 and 186 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Meetings of Board and its Powers) Rules, 2014, namely: 1. (1) These rules may be called the Companies (Meetings of Board and its Powers) Amendment Rules, 2025. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Meetings of Board and its Powers) Rules, 2014, in rule 11, for sub-rule (2), the following sub-rule shall be substituted, namely: '(2) For the purposes of clause (a) of sub-section (11) of section 186 of the Act, the expression “business of financing industrial enterprises” shall include (i) with regard to a Non-Banking Financial Company registered with the Reserve Bank of India, "business of giving of any loan to a person or providing any guaranty or security for due repayment of any loan availed by any person in the ordinary course of its business"; and (ii) with regard to a Finance Company registered with the International Financial Services Centres Authority, "activities as provided in sub-clause (a), or sub-clause (e) of clause (ii) of sub-regulation (1) of regulation 5 of the International Financial Services Centres Authority (Finance Company) Regulations, 2021 in the ordinary course of its business"." [F.No. 1/32/2013-CL-V-Part] BALAMURUGAN D., Jt. Secy. Note: The Companies (Meetings of Board and its Powers) Rules, 2014 were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 240(E), dated the 31st March, 2014 and were last amended, vide notification number G.S.R. 409(E), dated the 15th June, 2021. Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054. AMIT KUMAR JAISWAL Digitally signed by AMIT KUMAR JAISWAL Date: 2025.11.06 17:01:19 +05/30

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