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Secretarial Insights

July 2025

Complience Desk - MCA Notified Second Amendment Rules for Companies, 2025

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Index

1

Introduction

2

Purpose of the amendment

3

Applicability and effective date of the amendment

4

The amendments introduced by the Ministry of Corporate Affairs

5

Filing of extracts of Board Report and Auditors Report

6

Conclusion

7

Disclaimer

8

About Us

9

Our Team

Introduction

Dear Reader,

The Company Secretary Team at UJA is pleased to present this special feature from the July 2025 edition of Corporate Chronicle, bringing you critical updates in the realm of corporate compliance and governance.

In this edition, we highlight the Companies (Accounts) Second Amendment Rules, 2025, recently notified by the Ministry of Corporate Affairs (MCA). This regulatory change introduces notable mandates, including electronic filing of key financial disclosures (Forms AOC-1 and AOC-2), mandatory reporting on sexual harassment complaints and maternity benefit compliance and enhanced transparency through extract filings of Board and Auditor Reports. Effective from July 14, 2025, the amendment is a significant step towards digitization, ethical governance and gender inclusivity in the workplace.

Our article offers a comprehensive overview of:

  • The objectives and rationale behind the amendment,
  • New compliance obligations for companies,
  • Exemptions for small and one-person companies, and
  • Its broader impact on corporate accountability and regulatory discipline.

We trust this edition will help you stay informed and better prepared to meet emerging statutory requirements. For queries or topic suggestions for future issues, feel free to write to us at cs@uja.in.

Enhanced Corporate Governance through Companies (Accounts)
Second Amendment Rules, 2025

Recently, the MCA has officially notified the Companies (Accounts) Second Amendment Rules, 2025, which bring about important updates to statutory disclosures and digital compliance obligations under the Companies Act, 2013.

Purpose of the Amendment-

The MCA introduced such an amendment to reflect the government’s ongoing efforts to increase accountability, digitize statutory filings and promote a safer and more inclusive work environment.

The objectives behind the Companies (Accounts) Second Amendment Rules, 2025 are multifaceted

  • Enhancing transparency by digitizing key statutory disclosures.
  • Upholding accountability by mandating disclosures on workplace conduct and employee rights.
  • Promoting gender inclusivity through a focus on sexual harassment and maternity benefit compliance.
  • Ensuring better governance by tightening corporate reporting practices and workplace ethics.

Applicability and Effective Date of the Amendment

  • The Companies (Accounts) Second Amendment Rules, 2025 will officially come under effect from 14th July 2025. From this date onwards, companies will be legally bound to comply with the new disclosure requirements and filing mandates.

The Following are the Amendments Introduced by the Ministry of Corporate Affairs

Electronic filing of Forms AOC-1 and AOC-2-

Under the new rules, MCA has made it mandatory for companies to file Form AOC-1 and AOC-2 electronically. This marks a significant shift from the earlier process, where companies included these disclosures in physical or manually prepared attachments to their Board Reports.

  • Purpose of filing Form AOC-1 
    This form relates to the salient features of the financial statements of the company’s subsidiaries, associate companies or JVs.
  • Purpose of filing Form AOC-2
    It pertains to the particulars of contracts or arrangements entered into by the company with the related parties as per sub-section 1 of Section 188 of the Companies Act, 2013. These disclosures are included to avoid conflicts of interest and to ensure transparency.
    The shifting of filing of these forms electronically aims to improve efficiency, reduce paperwork and ensure proper maintenance of records in a more structured and accessible manner.

Mandatory disclosure on Sexual Harassment Complaints

Another important update in the Companies (Accounts) Second Amendment Rules, 2025 is the mandatory inclusion of disclosures related to sexual harassment complaints in the Board’s Report. These disclosures have been mandated in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

  • Below are the updated rules required by every company to disclose the following in their Board’s Report
  1. Number of Complaints related to sexual harassment received during a financial year
    Companies must transparently mention how many complaints were formally registered under the POSH Act. This reflects the company’s willingness to acknowledge and act upon grievances.
  1. Number of Complaints disposed of during the year
    This indicates the effectiveness and timeliness of the internal complaints in resolving such issues.
  2. Number of complaints pending for more than 90 days
    The above disclosure is intended to highlight any delay or inaction by companies addressing workplace harassment complaints. It ensures timely resolution and reflects the seriousness with which a company treats such matters.

These additions to the Board Report aim to ensure greater corporate accountability and reinforce safe and respectful working conditions for all employees, particularly women.

Note- This rule shall not apply to a One Person Company or a Small Company.

Compliance with the provisions relating to the Maternity Benefit Act 1961

Another key insertion under the Companies (Accounts) Second Amendment Rules, 2025 is the requirement for the companies to include a compliance statement with the Maternity Benefit Act 1961 in the Board’s Report.

The Maternity Benefit Act 1961 mandates benefits such as paid maternity leave, medical bonus, nursing breaks and provisions of creche facilities.

  • Purpose of such amendment- To ensure that organisations are providing a fair and supportive environment to their women employees during and after pregnancy. Additionally, it shows the company’s commitment towards gender equality and women’s welfare at the workplace.

This rule shall not apply to a One Person Company or a Small Company.

Filing of Extracts of Board Report and Auditors Report

The new amendment also brings in a requirement to file specific extracts electronically. The form documents must be filed electronically-

  • Extract Board Report along with Form AOC-1 and AOC-2. This extract must contain all the relevant disclosures, including those about sexual harassment complaints and maternity benefits compliance.
  • Extract of Auditor’s Report (Standalone) – this involves submitting the key observations and audit opinions of the company’s standalone financial statements.
  • Extract of Auditor’s Report (Consolidated) – If the companies have subsidiaries or associates, the consolidated audit report extract must also be electronically filed.

Conclusion

The Companies (Accounts) Second Amendment Rules, 2025 signify a progressive step towards better corporate governance, employee welfare and regulatory efficiency. Companies must take proactive steps to implement internal mechanisms that support timely and accurate disclosures. From ensuring workplace safety for women to embracing the digitization of statutory forms, these rules represent a holistic enhancement of the cooperative compliance ecosystem.

With effective planning and strong reporting structures, compliance with the Companies (Accounts) Second Amendment Rules, 2025 will not only help avoid penalties but also boost the company’s reputation in the eyes of regulators and stakeholders alike.

About UJA

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