MCA Amends Companies (Meetings of Board and its Powers) Rules, 2014 to Extend Certain Exemptions to IFSCA-Registered Finance Companies

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Jan 30, 2026

MCA Amends Companies (Meetings of Board and its Powers) Rules, 2014 to Extend Certain Exemptions to IFSCA-Registered Finance Companies

On November 3, 2025, the Ministry of Corporate Affairs (‘MCA’) issued the Companies (Meetings of Board and its Powers) Amendment Rules, 2025 (‘MBP Amendment’), to amend Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014 (‘MBP Rules’) and included ‘Finance Companies’ registered with the International Financial Services Centres Authority (‘IFSCA’) engaged in the activities of:

i. lending in the form of loans, commitments and guarantees, credit enhancement, securitisation, financial leases, and sale and purchase of portfolios, in accordance with Regulation 5(1)(ii)(a) of the IFSCA (Finance Company) Regulations, 2021; and

ii. operating as Global or Regional Corporate Treasury Centres, as per Regulation 5(1)(ii)(e) of the IFSCA (Finance Company) Regulations, 2021,

in the ordinary course of business, within the scope of ‘the business of financing industrial enterprises’ referenced in Section 186(11) of the Companies Act, 2013 (‘Act’).

Under Section 186(11) of the Act, companies engaged in ‘the business of financing industrial enterprises’ are exempt from complying with the requirements specified under Section 186 of the Act, which sets rules on how companies can provide loans, provide guarantees/security, and make investments, including approval/ disclosure requirements, caps, and limits on the layers of investment companies for layering. However, the exemption under Section 186(11) does not extend to compliance with the requirements for layering of subsidiaries under Section 186(1) of the Act.

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