“Wishing a Prosperous Financial Year 2025-2026. Thanks to all of our Esteemed Clients and Fellow Professionals for supporting us in the last Financial Year. Our commitments to excellence will continue and will always bring high quality service — Let’s Grow together in FY 2025-2026.”
G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.03.2025 – 31.03.2025):
Compliance Calendar • Companies Act • Securities and Exchange Board of India (SEBI) • Foreign Exchange Management Act (FEMA) • Goods and Services Tax (GST) • Insolvency and Bankruptcy Code (IBC) • Stock Exchange • Other Acts
| Act | Form / Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Companies Act, 2013 | NDH-3 | All Nidhi Companies | Within 30.04.2025 |
| Companies Act, 2013 | MSME-1 | Companies having outstanding dues to MSME vendors | Within 30.04.2025 |
| Limited Liability Partnership Act | – | – | – |
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | Within 07.04.2025 |
| SEBI (Listing Obligation and Disclosure Requirements) | Reg 27 | Companies Listed on Main Board | Within 21.04.2025 |
| SEBI (Listing Obligation and Disclosure Requirements) | Reg 13 | All Listed Companies | Within 21.04.2025 |
| SEBI (Listing Obligation and Disclosure Requirements) | Reg 31 | All Listed Companies | Within<br>21.04.2025 |
| SEBI (Listing Obligation and Disclosure Requirements) | Reg 76 | All Listed Companies | Within 30.04.2025 |
| SEBI (Listing Obligation and Disclosure Requirements) | Listing Fees | All Listed Companies | Within 30.04.2025 |
| Insolvency and Bankruptcy Board of India | – | – | – |
Government has launched many initiatives to support women employees and entrepreneurs ensuring safe, secure and non-discriminating environment for women
The Companies Act, 2013, administered by the Ministry of Corporate Affairs, has many provisions intending to nurture a safe, secure and non-discriminating environment for women at workplace. 2nd Proviso to the Section 149 of the Companies Act read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, makes it mandatory for every listed company and every other public company having paid up share capital of Rs. 100 crore or more or having turnover of Rs. 300 crore or more to appoint at least one-woman director.
MCA21 records 80.26 lakh form filings between April 2024 to January 2025 driving Ease of Doing Business with enhanced digital solutions
MCA21 is the first Mission Mode e-Governance Project under National eGovernance Plan (NeGP). The Ministry of Corporate Affairs has been operating it from end-to-end for registry and incorporation related services of Companies & LLPs since 2006 and corporates have been making filings on this portal since then. During the recent period from 01.04.2024 to 27.01.2025, a total of 80.26 lakh forms have been filed on the MCA21 portal, compared to 73.29 lakh forms filed during the corresponding period in the previous year. Also, on the newly developed MCA21 V3 platform, 53.08 lakh forms were filed from 01.04.2024 to 27.01.2025, as against 47.72 lakh forms filed during the same period in the preceding year indicating an overall increase in the number of filings, enhanced stakeholder engagement with the system as also the robustness & reliability of the MCA21 platform. The MCA21 V3 platform facilitates Ease of Doing Business, and has introduced web-based forms, enabling real-time validation of the data entered by stakeholders. Additionally, a user registration process has been implemented to enhance user identification and authentication. This process enables users to track the status of their filed forms and download challans and certificates directly from their application dashboard.
Source:
https://pib.gov.in/PressReleasePage.aspx?PRID=2101427
https://pib.gov.in/PressReleasePage.aspx?PRID=2099226
Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025
SEBI vide this notification amended SEBI (Depositories and Participants) Regulations, 2018 by inserting Regulation 9 on Interest on non-payment, belated payment or short payment of annual fee and annual charge and Regulation 82AA on Responsibility for the use of artificial intelligence. Regulation 82AA provides that a depository which uses artificial intelligence and machine learning tools and techniques, either designed by it or procured from third-party technology service providers, irrespective of the scale and scenario of adoption of such tools for conducting its business and servicing its clients or constituents, shall be solely responsible–
for the privacy, security and integrity of investors’ and stakeholders’ data including data maintained by it in a fiduciary capacity throughout the processes involved;
for the output arising from the usage of such tools and techniques it relies upon or deals with; and
for the compliance with applicable laws in force.
Industry Standards Recognition Manual
SEBI issues regulatory directions (by way of regulations, circulars or otherwise) for regulated entities like Market Infrastructure Institutions (MIIs), Intermediaries, listed companies, Mutual Funds, etc. For effective implementation of such regulatory directions and to facilitate ease of compliance, a need is felt to facilitate Industry Standards Forums (ISFs) for setting Standards for implementation of the regulatory directions. Given the unique needs of each type of regulated entities (e.g. MIIs, Mutual Funds, listed companies, stockbrokers, Investment Advisors, etc.) and the domain expertise available with the actual practitioners, a pilot project was launched for Industry Standards Fora (ISF) in July, 2023, to formulate implementation standards for regulatory instructions issued by SEBI. These guidelines are now framed to guide SEBI in formally recognizing industry standards and Industry Standards Recognition Manual has been finalized by SEBI which is available on SEBI Website.
Industry Standards on ‘Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction
SEBI has introduced industry standards for the minimum information that listed entities are required to provide to the audit committee and shareholders when seeking approval for the related party transactions (RPT). The Industry Standards Forum (ISF) comprising representatives from three industry associations i.e ASSOCHAM, CII and FICCI have formulated these standards for minimum information to be provided for review of the audit committee and shareholders for approval of RPTs in consultation with SEBI under the aegis of the stock exchanges. The industry associations and stock exchanges will publish these standards on their websites to facilitate a uniform approach and assist listed entities in complying with the requirements.
Relaxation in timelines for holding AIFs’ investments in dematerialized form
SEBI vide this circular has relaxed the timelines for holding AIFs’ investments in dematerialized form. According to a circular, any investment made by an AIF on or after July 1, 2025 shall be held in dematerialized form only, irrespective of whether the investment is made directly in the investee company or is acquired from another entity. However, any investments made prior to July 1, 2025 are exempted from the requirement of being held in dematerialized form, except in specific cases. The investments made by an AIF prior to July 01, 2025 shall be held in dematerialized form by the AIF on or before October 31, 2025. This shall not be applicable to the scheme of an AIF whose tenure (not including permissible extension of tenure) ends on or before October 31, 2025 and Scheme of an AIF which is in extended tenure as on February 14, 2025. The provisions of this circular shall come into force with immediate effect.
Securities and Exchange Board of India (Procedure for making, amending and reviewing of Regulations) Regulations, 2025
SEBI has notified a new regulation named Securities and Exchange Board of India (Procedure for making, amending and reviewing of Regulations) Regulations, 2025, a regulation for specifying the process of regulation making and for mandating the public consultation and engagement of stakeholders in the interest of transparency and for matters incidental or connected therewith. To make regulations, SEBI will publish on its official website the proposal containing the suggested changes to the policy; a statement of the regulatory intent and objectives of the proposed regulations; and the manner, process and timelines for receiving public comments. A minimum of 21 calendar days shall ordinarily be provided for receiving public comments. On receipt of public comments, the rationale for rejection, if any, of comments shall be published by the concerned Department(s) on the official website of the SEBI. The concerned Department(s) of the Board shall periodically review the regulations that are in force keeping in view their stated objectives; experience gained
through surveillance, supervision and enforcement actions; the relevant orders passed by courts or tribunals; global best practices, if applicable; the relevance and needs of a changed environment, if any; the scope for reducing redundancies and promoting ease of doing business; and any other factor as deemed relevant by the Board.
Source:
https://www.sebi.gov.in/legal/regulations/feb-2025/securities-and-exchange-board-of- indiadepositories-and-participants-amendment-regulations-2025_91810.html
https://www.sebi.gov.in/legal/advisory-guidance/feb-2025/industry-standards- recognition-manual_91862.html
https://www.sebi.gov.in/legal/circulars/feb-2025/industry-standardson-minimum- information-to-be-provided-for-review-of-the-auditcommittee-and-shareholders-for- approval-of-a-related-partytransaction_91945.html
https://www.sebi.gov.in/legal/circulars/feb-2025/relaxation-in-timelines-for-holding- aifsinvestments-in-dematerialised-form_91919.html
https://www.sebi.gov.in/legal/regulations/feb2025/securities-and-exchange-board-of- india-procedure-for-makingamending-and-reviewing-of-regulations-regulations- 2025_91954.html
Reserve Bank of India (Prudential Regulations on Basel III Capital Framework, Exposure Norms, Significant Investments, Classification, Valuation and Operation of Investment Portfolio Norms and Resource Raising Norms for All India Financial Institutions) Directions, 2023 – Amendment
RBI reviewed the above-mentioned Direction 2023 and decided that investments made by All India Financial Institutions (AIFIs), as per their statutory mandates, in long-term bonds and debentures (i.e., having minimum residual maturity of three years at the time of investment) issued by non-financial entities shall not be accounted for the purpose of the ceiling of 25 per cent applicable to investments included under Held to Maturity (HTM) category, specified under the Directions ibid. Accordingly, the relevant instructions have been amended.
Source:
1. https://website.rbi.org.in/web/rbi/-/notifications/reserve-bank-of-india- prudential-regulations-on-basel-iiicapital-framework-exposure-norms-significant- investments-classification-valuation-and-operation-ofinvestment-portfolio-norms- and-resource-raising-norms-for-all-india-financial-instit
Advisory on Introduction of Form ENR-03 for Enrolment of Unregistered Dealers/Persons in e-Way Bill Portal for generating e-way Bill
A new feature has been introduced in the E-Way Bill (EWB) system to facilitate the enrolment of unregistered dealers supplying goods, with effect from 11.02.2025. In accordance with Notification No. 12/2024 dated 10th July 2024, Form ENR-03 has been introduced for the enrolment of unregistered dealers.
Unregistered dealers engaged in the movement or transportation of goods can now generate e-Way Bills by enrolling themselves on the EWB portal and obtaining a unique Enrolment ID. This ID will serve as an alternative to the Supplier GSTIN or Recipient GSTIN for generating e-Way Bills.
Source:
1. https://services.gst.gov.in/services/advisoryandreleases/read/584
Insolvency and Bankruptcy Board of India amends the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
The Insolvency and Bankruptcy Board of India (IBBI) has notified the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2025 on 3rd February, 2025. The amendments, which come into immediate effect, seek to further streamline the corporate insolvency resolution process with a special focus on real estate projects.
Key highlights of the Amendment Regulations are as follows:
Handing Over Possession: The Resolution Professional, after obtaining approval of the committee of creditors and upon fulfilment of all obligations by the homebuyer, can now hand over possession of plots, apartments, or buildings to the homebuyers while the resolution process is still ongoing. Thus, the distressed homebuyers would not have to wait for long periods in order to get possession of their properties.
Appointment of Facilitators: Facilitators can now be appointed for sub-classes within large creditor classes such as homebuyers to ensure their effective participation in the insolvency resolution process. The roles and responsibilities of the facilitators include facilitating communication between the authorised representative and the creditors assigned to him and providing information and clarifications to the creditors about the insolvency resolution process.
Participation of Competent Authority in Real Estate Projects: Committee of Creditors (CoC) can now invite relevant land authorities such as NOIDA, HUDA etc to their meetings for inputs and perspectives on regulatory and land development related matters. Participation of land authorities would not only enhance the viability and feasibility of resolution plans but also build confidence among homebuyers and other stakeholders in the resolution process.
Report on Real Estate Development Rights and Permissions: Resolution Professionals must now prepare a detailed report on the status of development rights, approvals, and permissions for real estate projects within 60 days of insolvency commencement. This will provide clarity on project viability thereby helping creditors make informed decisions in a timely manner
Relaxations for Real Estate Allottees: Committee of creditors have now been empowered to relax certain conditions for associations or group of homebuyers to participate as resolution applicants in the insolvency resolution process. These include relaxations in eligibility criteria, performance security and deposits for submitting resolution plans
Monitoring Committee for Implementation of Resolution Plan: Committee of creditors (CoCs) must now consider forming a monitoring committee to monitor and supervise the implementation of resolution plan. The committee, which may comprise of the Resolution Professional and representatives of creditors and the successful resolution applicant, must submit quarterly progress reports to the Adjudicating Authority. The proposal aims to enforce accountability and ensure timely execution of approved plans.
MSME Registration Status: The Resolution Professional is now required to disclose the corporate debtor’s registration status as a micro, small, or medium enterprise. This will encourage greater participation of potential resolution applicants as they can avail benefits and relaxations available for MSMEs under the Code.
Intimation to the Board on the appointment of insolvency professional under various processes under the Code
An Insolvency Professional (IP) functions in various capacities under the Insolvency and Bankruptcy Code, 2016. The IPs are mandated to intimate the Insolvency and Bankruptcy Board of India (IBBI) of his/her appointment under various processes under the Code. Presently, IPs add their assignments on the IBBI portal for appointments as Interim Resolution Professionals or Resolution Professionals under the Corporate Insolvency Resolution Process (CIRP), as well as for liquidators in liquidation and voluntary liquidation processes. Upon assignment approval, subsequent reporting requirements such as public announcements, EOIs, auction notices, and various forms, are made available for submission to the board. Further, presently there is no requirement for adding assignments relating to Resolution Professionals under Insolvency Resolution of Personal Guarantors, Bankruptcy Trustee under the Bankruptcy Process of Personal Guarantors and Administrator under Insolvency and Liquidation Proceedings of Financial Service Providers.
To streamline this process and ensure thorough record-keeping, the Board has refined the Assignment Module. While most IPs already update their assignments upon appointment, this directive formalizes the practice to reduce compliance burdens and minimize delays. The IPs are henceforth mandated to add assignments on the IBBI’s electronic portal upon their appointment in the following processes and capacities:
Interim Resolution Professional (IRP) under the Corporate Insolvency Resolution Process (CIRP).
Resolution Professional (RP) under the CIRP.
Liquidator under the Liquidation Process.
Liquidator under the Voluntary Liquidation Process.
Resolution Professional under Insolvency Resolution for Personal Guarantors Source:
https://ibbi.gov.in/uploads/legalframwork/69518dbf0bcccfeafdae76b906fcdaab.p df
https://ibbi.gov.in/uploads/legalframwork/713b4ed4c289b651c47d811bc997fbf9. pdf
Caution for Investors
It has been brought to the notice of the Exchange that persons named “Dev Dutta Mishra”, “Sunil Kumar” and “Sushant” claiming to be associated with entity named “Mehta Group” and “Team Mehta”, operating through mobile numbers “9685340817”, “9521489043”, “9166309152” and “6367070189” are collecting funds from the investors, providing securities market tips, assured/guaranteed returns on investment in stock market and are also offering to handle trading account of investors by asking investors to share their Login ID/Password.
Source:
1. https://nsearchives.nseindia.com/web/sites/default/files/2025- 02/PR_cc_05022025_3.pdf
No amendment in other Acts such MSME, Exim Policy, Trademark/Patents and Startup India Registration.
Disclaimer: This Newsletter is designed to provide information of corporate and legal updates during the particular period and is not intended as a substitute for professional consultation and advice in a particular matter. We request to read or refer to the relevant law, rule or notification before concluding or taking any decision of the contents. In no event we are not be liable for any damages whatsoever arising out of the use of or reliance on the contents of this newsletter. This Newsletter is for private circulation purpose only.
Disclaimer: This newsletter is prepared by G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd. for knowledge sharing and compliance awareness. It does not constitute legal opinion or formal advisory.