Companies Act 2013 · Rules · G.S.R. 240(E)
Companies (Meetings of Board and its Powers) Rules, 2014
Board meetings by video conferencing, resolutions by circulation, which companies need an audit committee, a nomination and remuneration committee and a vigil mechanism, directors' interest disclosures, loans and investments (section 186), and related party transaction thresholds (section 188).
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 240(E) dated 31 March 2014 · made for Chapter XII of the Act |
|---|---|
| Act sections | 173, 175, 177, 178, 179, 180, 184, 185, 186, 187, 188, 189, 191 |
| MCA forms | MBP-1, MBP-2, MBP-3, MBP-4 |
| Latest amendment | Companies (Meetings of Board and its Powers) Amendment Rules, 2025, G.S.R. 811(E) dated 3 November 2025 Substituted rule 11(2). MCA's text confirms rule 11 was amended by the 2025 Amendment Rules. The G.S.R. number and date come from published reports of the Gazette notification. Source: MCA text + Gazette reports · 15 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | Board meetings through video conferencing | Explains how board meetings are held by video conferencing or other audio-visual means. |
| 4 | Matters not to be dealt with by video conferencing | This list of restricted matters was omitted in 2021, so any matter may now be taken up at a VC meeting. |
| 5 | Passing of resolution by circulation | |
| 6 | Committees of the board | Listed companies need an audit committee and a nomination and remuneration committee. So do public companies with paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or loans, debentures and deposits above ₹50 crore. |
| 6A | Omnibus approval for related party transactions | The audit committee may give omnibus approval for repetitive related party transactions, valid for one year. |
| 7 | Vigil mechanism | Listed companies need a vigil mechanism, as do companies that accept deposits from the public or have borrowed more than ₹50 crore from banks and public financial institutions. |
| 8 | Powers of board | Powers the board must exercise by resolution at a meeting, such as approving financial statements, the board's report and diversification. |
| 9 | Disclosure of interest by director | Every director discloses interest in MBP-1 at the first board meeting of each financial year and whenever it changes. |
| 10 | Loans to directors under section 185 | |
| 11 | Loans and investments under section 186 | Who is in the 'business of financing industrial enterprises' for the section 186 exemption. The definition was substituted in November 2025 to cover RBI-registered NBFCs and IFSC finance companies (G.S.R. 811(E)). |
| 12 | Register of loans and investments | The register is kept in MBP-2. |
| 13 | Special resolution under section 186 | |
| 14 | Investments held in company's own name | A register of investments not held in the company's own name is kept in MBP-3. |
| 15 | Contracts or arrangements with a related party | Members' prior approval is needed only for a related party transaction that is not in the ordinary course of business or not at arm's length, and only above these thresholds: sale, purchase or supply of goods or availing or rendering services worth 10% or more of turnover; selling, buying or leasing property worth 10% or more of net worth (or, for leasing, 10% or more of turnover); underwriting worth 1% or more of net worth; and an office or place of profit paying more than ₹2.5 lakh a month. |
| 16 | Register of contracts in which directors are interested | The register is kept in MBP-4. |
| 17 | Payment to director for loss of office |
Related
- Section 186 explainer (loans and investments)
- Section 188 explainer (related party transactions)
- Section 185 explainer (loans to directors)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.