The Ministry of Corporate Affairs (MCA) issued a notification on November 3, 2025, enacting the Companies (Meetings of Board and its Powers) Amendment Rules, 2025, which immediately amends Rule 11 of the 2014 rules. The amendment specifically substitutes Sub-rule (2) of Rule 11, which defines the expression “business of financing industrial enterprises” for the purpose of Section 186(11)(a) of the Companies Act, 2013, related to restrictions on inter-corporate loans and investments. Following the change, this expression now includes two distinct categories: for a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India, it includes the ordinary course of business of giving loans or providing guarantees/security for loan repayment. Additionally, for a Finance Company registered with the International Financial Services Centres Authority (IFSCA), the expression includes activities provided in specific sub-clauses of Regulation 5(1)(ii) of the IFSCA (Finance Company) Regulations, 2021, when done in the ordinary course of its business.
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.
