Companies (Accounts) Second Amendment Rules, 2025

The Ministry of Corporate Affairs (MCA), via its notification dated 30th May 2025, has introduced the Companies (Accounts) Second Amendment Rules, 2025. These revised rules will come into effect from 14th July 2025 and introduce notable changes to the compliance requirements for filing financial statements under the Companies Act, 2013.

Key Highlights of the Amendment

Companies must now disclose sexual harassment complaint data in the Board’s Report.
A declaration of compliance with the Maternity Benefit Act, 1961 is now mandatory.
Filing of e-Forms AOC-1 and AOC-2 is now compulsory through digital mode only.
Form AOC-4 must include PDF attachments of the Board’s Report, Auditor’s Reports, and signed financials.
Both standalone and consolidated Auditor’s Report extracts must be filed electronically.

Objective

The primary objective of the Companies (Accounts) Second Amendment Rules, 2025, is to:

Enhance transparency and accountability in statutory disclosures
Promote digitisation by mandating the use of e-Forms
Standardise disclosure practices across companies

Strengthen corporate governance, with a particular focus on workplace ethics and compliance with labour-related laws

Key Amendments Introduced Under the Companies (Accounts) Second Amendment Rules, 2025

Here’s a breakdown of the major amendments introduced:

Mandatory Disclosures on Workplace Safety

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, companies are now required to include the following disclosures in their Board’s Report:

Number of sexual harassment complaints received during the year
Number of complaints disposed of during the year
Number of complaints pending for more than 90 days

New Affirmation on Maternity Law Compliance

A notable addition under the Companies (Accounts) Second Amendment Rules, 2025, is the requirement for companies to include a declaration of compliance with the Maternity Benefit Act, 1961, in their Board’s Report. This Act grants key entitlements to women employees, including paid maternity leave, medical bonuses, nursing breaks, and crèche facilities for eligible establishments meeting prescribed thresholds.

Accordingly, companies are now mandated to include a formal statement in the Board’s Report affirming full compliance with the provisions of the Act. This measure underscores the company’s commitment to ensuring a safe, inclusive, and supportive work environment for women during and after pregnancy.

Enhanced Filing Requirements under AOC-4 and Related Forms

Under the Companies (Accounts) Second Amendment Rules, 2025, companies are now required to mandatorily attach the following documents in PDF format while filing Form AOC-4 and related forms:

Extract of the Board’s Report
Extract of the Auditor’s Report (Standalone)
Extract of the Auditor’s Report (Consolidated), where applicable
Duly signed financial statements (in case of XBRL filings)

These enhanced filing requirements aim to improve the accuracy, completeness, and transparency of financial disclosures submitted to the Registrar of Companies.

Digital Filing of e-Forms AOC-1 and AOC-2

As part of the Companies (Accounts) Second Amendment Rules, 2025, the Ministry of Corporate Affairs has mandated the electronic filing of e-Form AOC-1 and e-Form AOC-2.

Previously, these disclosures were typically appended manually to the Board’s Report. The amended rules now streamline the process by requiring their digital submission, thereby promoting efficiency and uniformity in compliance.

e-Form AOC-1 captures essential financial information relating to a company’s subsidiaries, associate companies, and joint ventures. This facilitates greater clarity for shareholders and stakeholders regarding the financial position of related entities.

e-Form AOC-2 discloses details of related party transactions as specified under Section 188(1) of the Companies Act, 2013. The e-filing requirement enhances transparency and helps mitigate potential conflicts of interest in such transactions.

Electronic Filing of Extracts of Board’s Report and Auditor’s Reports

Under the Companies (Accounts) Second Amendment Rules, 2025, companies are now required to file extracts of the Board’s Report and Auditor’s Reports electronically as part of their statutory filings.

The extract of the Board’s Report must include key disclosures, such as:

Details of sexual harassment complaints
Affirmation of compliance with the Maternity Benefit Act, 1961

Additionally, companies must file:

The Auditor’s Report (Standalone)
The Auditor’s Report (Consolidated), where applicable

This amendment is aimed at enhancing the transparency, consistency, and accessibility of financial and compliance-related information for regulators, investors, and other stakeholders.

Effective Date of the Companies (Accounts) Second Amendment Rules, 2025

The Companies (Accounts) Second Amendment Rules, 2025, shall come into effect on 14th July 2025. From this date onwards, companies will be mandatorily required to comply with the revised disclosure norms and updated filing requirements as prescribed under the amended rules.

Click here to get the official MCA document on Companies (Accounts) Second Amendment Rules, 2025

What Companies Should Do Now: Steps for Compliance

Step 1: Review the amended rules and assess their applicability to your company.

Step 2: Update the format of the Board’s Report to include:

Sexual harassment complaint disclosures
Compliance statement under the Maternity Benefit Act, 1961

Step 3: Verify internal records related to:

Complaints of sexual harassment (received, resolved, and pending)
Maternity law compliance (leave, crèche, bonuses, etc.)

Step 4: Ensure e-Forms AOC-1 and AOC-2 are accurately filled and ready for digital filing.

Step 5: Coordinate with statutory auditors to:

Extract Standalone and Consolidated Auditor’s Reports
Ensure the timely preparation of documents for filing

Step 6: Validate all PDF attachments (Board’s Report, Auditor’s Reports, Financials) for AOC-4, and ensure XBRL filings are correctly formatted and signed.

Step 7: Conduct internal training and awareness sessions for finance, legal, secretarial, and compliance teams involved in the preparation and submission of these filings.

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Frequently Asked Questions (FAQs)

1. When do the amended Companies (Accounts) Rules, 2025 come into effect?

The amended rules will be effective from 14th July 2025. All filings made on or after this date must comply with the revised requirements.

2. Is it mandatory to disclose sexual harassment complaints in the Board’s Report?

Yes. Companies are now required to include disclosures related to sexual harassment complaints received, resolved, and pending beyond 90 days in their Board’s Report.

3. What is the new requirement under the Maternity Benefit Act, 1961?

Companies must now include a declaration of compliance with the Maternity Benefit Act, 1961, in the Board’s Report, affirming adherence to all provisions including maternity leave, bonuses, and crèche facilities.

4. Are AOC-1 and AOC-2 now mandatory to be filed electronically?

Yes. Both e-Forms AOC-1 and AOC-2 must now be filed digitally. Manual or paper-based submission is no longer permitted under the amended rules.

5. What documents must be attached with Form AOC-4?Companies must mandatorily attach the following as PDFs:

Extract of the Board’s Report
Extract of the Auditor’s Report (Standalone and Consolidated)
Signed financial statements (for XBRL filings)

6. Does the amendment apply to both listed and unlisted companies?

Yes. The amendments generally apply to all companies that are required to file financial statements under the Companies Act, 2013, unless specifically exempted.

7. What are the consequences of non-compliance with the amended rules?

Failure to comply may lead to penalties, delayed filings, or invalid submissions, depending on the nature of non-compliance. Companies are advised to ensure timely and accurate adherence.