Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025: Ministry of Corporate Affairs (MCA) has issued the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025, under the Companies Act, 2013. The amendment modifies Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, providing a compliance extension for certain private companies. Specifically, private companies (excluding Producer companies) that were not classified as small companies as of March 31, 2023, now have until June 30, 2025, to comply with the provisions of the sub-rule. The amendment comes into effect upon its publication in the Official Gazette. The notification states that no individual’s interests will be adversely affected by this retrospective amendment. The principal rules were originally published in 2014 and have undergone multiple amendments, with the most recent one being in September 2024.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 12th February, 2025
G.S.R. 131(E).―In exercise of the powers conferred by section 26, sub-section (1) of section 27, section 28, section 29, sub-section (2) of section 31, sub-sections (3) and (4) of section 39, sub-section (6) of section 40 and section 42 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 (Prospectus and Allotment of Securities) Rules, 2014, namely:―
1. (1) These rules may be called the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025.
(2) They shall come into force on the date of publication in the Official Gazette.
2. In the Companies (Prospectus and Allotment of Securities) Rules, 2014, in rule 9B, in sub-rule (2), after the proviso, the following proviso shall be inserted, namely: ―
“Provided further that a private company, other than a Producer company, which is not a small company as on 31st March, 2023, may comply with the provision of this sub-rule by 30th June, 2025.”.
[F. No. 1/21/2013-CL-V]
BALAMURUGAN D., Jt. Secy.
Explanatory Memorandum. ― It is hereby declared that by issuing the notification with retrospective effect, the interest of no person shall be adversely affected.
Note.―The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 251(E), dated the 31st March, 2014 and lastly amended vide notification G.S.R. 583(E), dated the 20th September, 2024.
