Companies Rules

Rules Particulars     RULE 1 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Short Title and Commencement Rule RULE 2 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Definitions RULE 3 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Information to be Stated in the Prospectus RULE 4 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Reports to be Set Out in the Prospectus RULE 5 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Other Matters and Reports to be Stated in the Prospectus RULE 6 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Period for Which Information to be Provided in Certain Cases RULE 7 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Variation in Terms of Contracts Referred to in the Prospectus or Objects for Which Prospectus was Issued RULE 8 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Offer of Sale by Members RULE 9 of The Companies (Prospectus and Allotment of Securities) Rules, 2014  Dematerialisation of securities RULE 9A of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Issue of securities in dematerialised form by unlisted public companies RULE 10 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Shelf Prospectus and Information Memorandum RULE 11 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Refund of Application Money RULE 12 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Return of Allotment. RULE 13 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Payment of Commission RULE 14 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Private placement  

Rules Particulars     RULE 1 of The Companies (Restriction on Number of Layers) Rules, 2017 Short title and Commencement RULE 2 of The Companies (Restriction on Number of Layers) Rules, 2017 Restriction on number of layers for certain classes of holding companies

Rules Particulars     RULE 1 of The Companies (Specification of Definitions Details) Rules, 2014 Short Title and Commencement RULE 2 of The Companies (Specification of Definitions Details) Rules, 2014 Definitions RULE 2A of The Companies (Specification of Definitions Details) Rules, 2014 Companies not to be considered as listed companie RULE 3 of The Companies (Specification of Definitions Details) Rules, 2014 Related Party RULE 4 of The Companies (Specification of Definitions Details) Rules, 2014 List of Relatives in Terms of Clause (77) of section 2

Companies Required to Appoint Internal Auditor (1) The following class of companies shall be required to appoint an internal auditor 1[which may be either an individual or a partnership firm or a body corporate], namely:- (a) every listed company; (b) every unlisted public company having- (i) paid up share capital of fifty crore rupees or more during the preceding financial year; or (ii) turnover of two hundred crore rupees or more during the preceding financial year; or (iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or (iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and (c) every private company having- (i) turnover of two hundred crore rupees or more during the preceding financial year; or (ii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year: Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within six months of commencement of such section. Explanation.- For the purposes of this rule – (i) the internal auditor may or may not be an employee of the company; 2[(ii) the term “Chartered Accountant” or “Cost Accountant” shall mean a “Chartered Accountant” or a “Cost Accountant”, as the case may be, whether engaged in practice or not’.] (2)The Audit Committee of the company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.   Amendment 1. Substituted by the Notification Companies (Accounts) Amendment Rules, 2016 Dated 27th July, 2016. In rule 13 of the principal rules, in sub-rule (1),- (a) in the opening portion, the words “or a firm of internal auditors”, the words “which may be either an individual or a partnership firm or a body corporate” shall be substituted; 2. Substituted by the Notification Companies (Accounts) Amendment Rules, 2016 Dated 27th July, 2016. In the Explanation, for item; ‘(ii) the term “Chartered Accountant” shall mean a Chartered Accountant whether engaged in practice or not.’ the following item shall be substituted, namely: ‘(ii) the term “Chartered Accountant” or “Cost Accountant” shall mean a “Chartered Accountant” or a “Cost Accountant”, as the case may be, whether engaged in practice or not’. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Filing of Financial Statements and Fees to be Paid Thereon (1) 1[Every company shall file the financial statements with Registrar together with Form2AOC-4 and the consolidated financial statements,if any, with form2AOC-4 CFS.] 3[(1A) Every Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting Standards (Ind AS) shall file the financial statements with Registrar together with Form AOC-4 NBFC (Ind AS) and the consolidated financial statement, if any, with Form AOC-4 CFS NBFC (Ind AS).] 4[(1B) Every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding financial year (2020-2021) and onwards as an addendum to Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:] Provided that for the preceding financial year (2020-2021), Form CSR-2 shall be filed separately on or before 6[30th June, 2022], after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.] 7Provided further that for the financial year 2021-2022, Form CSR-2 shall be filed separately on or before 31st March, 2023 after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be 8Provided also that for the financial year 2022-2023, Form CSR-2 shall be filed separately on or before 31st March, 2024 after filing Form No. AOC-4 or Form No. AOC-4-NBFC (Ind AS), as specified in these rules or Form No. AOC-4 XBRL as specified in the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 as the case may be (2) The class of companies as may be notified by the Central Government from time to time, shall mandatorily file their financial statement in Extensible Business Reporting Language (XBRL) format and the Central Government may specify the manner of such filing under such notification for such class of companies. Explanation.- For the purposes of this sub-rule, the term “Extensible Business Reporting Language” means a standardised language for communication in electronic form to express, report or file financial information by companies under this rule. (3) The fees or additional fees referred to in sub-section (1) of section 137 and in the second proviso to the said sub-section and in sub-section (2) of the said section shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.   Amendment 1.Substituted by Notification Companies (Accounts) Second Amendment Rules, 2015 Dated 4th september, 2015. In rule 12, for sub-rule (1), “Every company shall file the financial statements with Registrar together with Form AOC-4 ” the following sub-rule shall be substituted, namely:- “Every company shall file the financial statements with Registrar together with Form AOC-4 and the consolidated financial statements,if any, with form AOC-4CFS.” 2.Substituted by Notification Companies (Accounts) Amendment Rules, 2017 dated 7th November 2017 3.Inserted by Notification the Companies (Accounts) Amendment Rules, 2020. dated 30th January, 2020 4.Inserted by The Companies (Accounts) Amendment Rules, 2022. 5.Substituted by The Companies (Accounts) Second Amendment Rules ,2022 Original Content: 31st March 2022 6.Substituted by The Companies (Accounts) Third Amendment Rules, 2022 Original Content: 31st May, 2022 7.Inserted by The Companies (Accounts) Third Amendment Rules, 2022 8.Inserted by Notification the Companies (Accounts) Amendment Rules, 2023. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Manner of Circulation of Financial Statements in Certain Cases In case of all listed companies and such public companies which have a net worth of more than one crore rupees and turnover of more than ten crore rupees, the financial statements may be sent- (a) by electronic mode to such members whose shareholding is in dematerialised format and whose email Ids are registered with Depository for communication purposes; (b) where Shareholding is held otherwise than by dematerialised format, to such members who have positively consented in writing for receiving by electronic mode; and (c) by despatch of physical copies through any recognised mode of delivery as specified under section 20 of the Act, in all other cases. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Disclosures About CSR Policy The disclosure of contents of Corporate Social Responsibility Policy in the Board’s report and on the company’s website, if any, shall be as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Matters to be included in Board’s Report for One Person Company and Small Company (1) The Board’s Report of One Person Company and Small Company shall be prepared based on the stand alone financial statement of the company, which shall be in abridged Form and contain the following:- (a)the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed; (b) number of meetings of the Board; (c) Directors’ Responsibility Statement as referred to in sub-section (5) of section 134; (d) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government; (e) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report; (f) the state of the company’s affairs; (g) the financial summary or highlights; (h) material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company; (i) the details of directors who were appointed or have resigned during the year; (j) the details or significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. (2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2.”] Amendment 1. Inserted by The Companies (Accounts) Amendment Rules,2018 Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Matters to be Included in Board’s Report (1) The Board’s Report shall be prepared based on the stand alone financial statements of the company 2[and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report]. (2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2. (3) The report of the Board shall contain the following information and details, namely:- (A) Conservation of energy- (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; (B) Technology absorption- (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development. (C) Foreign exchange earnings and Outgo- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. 1[“Provided that the requirement of furnishing information and details under this sub-rule shall not apply to a government company engaged in producing defence equipment”.] (4) Every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors. (5) In addition to the information and details specified in sub-rule (4), the report of the Board shall also contain – (i) the financial summary or highlights; (ii) the change in the nature of business, if any; (iii) the details of directors or key managerial personnel who were appointed or have resigned during the year; 4[(iiia) a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year”. Explanation.-For the purposes of this clause, the expression “proficiency” means the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the institute notified under sub-section (1) of section 150.] (iv) the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; (v) the details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year; (b) remained unpaid or unclaimed as at the end of the year; (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year; (vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act; (vii) the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future; (viii) the details in respect of adequacy of internal financial controls with reference to the Financial Statements. 3[(ix) a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained, (x) a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013] 5[(xi) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year. (xii) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.] (6) This rule shall not apply to One Person Company or Small Company.] Amendment 1.Inserted by Notification Companies (Accounts) Second Amendment Rules, 2015 dated 4th september, 2015. 2. Substituted by the Notification Companies (Accounts) Amendment Rules, 2016 Dated 27th July, 2016. In rule 8 of the principal rules, in sub-rule (1), for the words “and the report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented”, the words “and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report” shall be substituted. 3.Inserted by The Companies (Accounts) Amendment Rules,2018 4.Inserted by the Companies (Accounts) Amendment Rules, 2019 Amendment Effective from 1st December 2019 5.Inserted by the Companies (Accounts) Amendment Rules, 2021. Effective from 01st April, 2021 Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and

Transitional Provisions with Respect to Accounting Standards (1) The standards of accounting as specified under the Companies Act, 1956 (1 of 1956) shall be deemed to be the accounting standards until accounting standards are specified by the Central Government under section 133. (2) Till the National Financial Reporting Authority is constituted under section 132 of the Act, the Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India in consultation with and after examination of the recommendations made by the National Advisory Committee on Accounting Standards constituted under section 210A of the Companies Act, 1956 (1 of 1956). Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon