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G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.04.2025 – 30.04.2025):
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
Compliance Calendar For The Month Of May 2025
| Act | Form /<br>Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Companies Act, 2013 | Form PAS-6 | All unlisted public companies | Within 30.04.2025 |
| Limited Liability Partnership Act | LLP-11 | All LLPs | 30.05.2025 |
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | Within 07.05.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | Reg 24A(2) | All Listed companies | Within 30.05.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | Reg 23(9) | All Listed Companies | Within 30.05.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | Reg 30 | All Listed Companies | Within 30.05.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | Reg 32(1) | All Listed Companies | Within 30.05.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | Reg 33(3) | All Listed Companies | Within 30.04.2025 |
| Insolvency and Bankruptcy Board of India | – | – | – |
Companies Act
- Amendment in Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 [CAA Rules]
- The Ministry of Corporate Affairs vide its public notice dated April 04, 2025, has proposed amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to expand the scope and simplify the process of fast-track mergers under Section 233 of the Companies Act, 2013. Section 233 allows certain classes of companies to undertake mergers or amalgamations through a streamlined process requiring approval from the Central Government, delegated to the Regional Directors. Rules, 2016 proposing inclusion of more classes of companies under section 233 of Companies Act 2013 has been drafted and is available, along with an Explanatory note, on the online portal of the Ministry, www.mca.gov.in. The draft notification proposes the inclusion of additional classes of companies eligible for fast-track mergers, and an explanatory note has been provided for stakeholder reference. Stakeholders are invited to submit their comments or suggestions on the proposed amendments, along with brief justifications, via the e-Consultation Module on the MCA website by 05th May, 2025
Source:https://www.mca.gov.in/bin/dms/getdocument?mds=Vl7V8BHbA7gmKAjfxzhiTw%3D%3D&type=open
Securities And Exchange Board Of India
- Clarification on the position of Compliance Officer in terms of regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (April 01, 2025)
SEBI vide its circular dated April 01, 2025, has clarified that under Regulation 6(1) of the LODR Regulations, where the Compliance Officer of a listed entity must be in whole-time employment, designated as a Key Managerial Personnel (KMP), and not more than one level below the Board of Directors. The term “one level below the Board” refers to a position directly reporting to a Managing Director (MD) or Whole-time Director (WTD) who is part of the Board. In cases where the listed entity does not have an MD or WTD, in case a listed entity does not have a Managing Director or a Whole-Time Director, then the Compliance Officer shall not be more than one-level below the Chief Executive Officer or Manager or any other person heading the day-to-day affairs of the listed entity. The Compliance Officer must report no more than one level below the Chief Executive Officer (CEO), Manager, or any person responsible for the day-to-day operations of the entity.
Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts
The Securities and Exchange Board of India (SEBI), through its circular dated April 2, 2025, has announced changes pursuant to amendments made in December 2024 to the SEBI (Research Analysts) Regulations, 2014. Following these amendments, SEBI received multiple representations regarding the restrictions on advance fees charged by Research Analysts (RAs) and Investment Advisers (IAs). The previous limitations—three months for RAs and two quarters for IAs—were perceived as discouraging long-term recommendations.
In response to this feedback, SEBI introduced a consultation paper proposing an extension of the allowable advance fee period. Based on stakeholder input, SEBI has now relaxed the restrictions, permitting both RAs and IAs to collect advance fees for up to one year, provided the client agrees to the arrangement.
These fee-related provisions—including limits on fee amounts, acceptable modes of payment, fee refunds, advance fees, and breakage fees—apply only to individual clients and Hindu Undivided Families (HUFs) who are not accredited investors. For non-individual clients, accredited investors, and institutional investors seeking recommendations from proxy advisers, fee terms will be determined through bilaterally negotiated contractual agreements.
SEBI unveils audit standard for systems, networks of MIIs (April 04, 2025)
SEBI has indeed introduced a standardized format for system and network audit reports of Market Infrastructure Institutions (MIIs)—which include stock exchanges, clearing corporations, and depositories2. The new framework aims to enhance audit efficiency by assigning unique IDs to each observation, making it easier to track both current and historical audit issues.This format will apply to audits conducted from FY 2024-25 or the second half of the fiscal year, depending on the audit frequency. The goal is to improve data quality, ensure compliance with regulatory requirements, and streamline the monitoring of audit observations.
Amendment to Circular for mandating additional disclosures by FPIs that fulfil certain objective criteria(April 09, 2025)
SEBI in its “Master Circular for Foreign Portfolio Investors (FPIs), Designated Depository Participants(DDPs), and Eligible Foreign Investors”(SEBI/HO/AFD/AFD-PoD2/P/CIR/P/2024/70) dated May 30, 2024, has mandated additional disclosures for FPIs that, individually or with their investor group, hold more than INR 25,000 crore of equity assets under management (AUM) in Indian markets. This was part of the size criteria for such FPIs. Similarly, the same disclosure requirements applied to subscribers of Offshore Derivative Instruments (ODIs) as per a SEBI circular from December 17, 2024. Recently, SEBI has decided to increase the threshold for the size criteria from INR 25,000 crore to INR 50,000 crore.
Caution to public against Fraudulent / Manipulativeactivities on Social MediaPlatform(SMPs) related to securities market (April 11, 2025)
SEBI has observed a rise in securities market frauds across various social media platforms, including YouTube, Facebook, Instagram, X (formerly Twitter), WhatsApp, Telegram, Google Play Store, and Apple Store. In light of this, investors are advised to exercise caution and due diligence in verifying the authenticity of social media handles belonging to SEBI-registered entities before engaging with them.
To enhance investor security and minimize fraudulent activities, SEBI has directed all intermediaries to exclusively use the ‘1600’ phone number series for service and transactional voice calls to their existing customers. Investors should take note of this new numbering system, enabling them to easily identify and respond to legitimate calls from SEBI-regulated or registered entities, thereby reducing the risk of fraud by unscrupulous actors using regular 10-digit numbers.SEBI urges investors to refrain from engaging in investment or trading activities through unregistered intermediaries, web applications, platforms, or apps.
Specialized Investment Funds(‘SIF’)–Application and Investment Strategy Information Document (ISID)formats(April 11, 2025)
As stipulated in Regulation 49Y(1)of the SEBI (Mutual Funds) Regulations 1996(‘MF Regulations’) for launching of investment strategies, Mutual Funds are required to launch Investment Strategies in accordance with the procedure applicable to the schemes of the Mutual Funds, as laid down in Regulation 28 of the MFRegulations.
SEBI vide Circulars dated February 27, 2025 (‘SIF Circular’) and April 09, 2025 specified the Regulatory Framework for Specialized Investment Funds, which, inter-alia, provides the eligibility criteria for a registered Mutual Fund towards the establish Specialized Investment Fund, including disclosures in Investment Strategy Information Document (‘ISID’).Pursuant to the above and to ensure uniformity and efficient processing of applications, it has been decided that registered Mutual Funds intending to establish Specialized Investment Funds are required to submit their applications by way of the format provided at Annexure to this Circular.
- Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Extension of automated implementation of trading window closure to Immediate Relatives of Designated Persons, on account of declaration of financial results
- Under the SEBI (Prohibition of Insider Trading) Regulations, 2015, designated persons (DPs) are allowed to trade in securities only when the trading window is open. The trading window is closed by the Compliance Officer when there is a likelihood that DPs may possess Unpublished Price Sensitive Information (UPSI), including around key corporate events such as financial results. Specifically, the trading window remains closed from the end of each financial quarter until 48 hours after the declaration of financial results. To strengthen compliance and reduce inadvertent breaches, the Master Circular on Surveillance of Securities Market dated September 23, 2024, mandates that Stock Exchanges and Depositories develop systems to restrict trades by freezing the PANs of DPs at the security level during the trading window closure period. This process is detailed through a structured procedure and flowchart involving coordination among listed companies, Stock Exchanges, and Depositories. In light of the effective implementation of this mechanism for DPs and after consultation with relevant stakeholders, SEBI has now extended the same PAN-freezing framework to the immediate relatives of DPs. This move aims to further enhance transparency and integrity in securities trading during sensitive periods
Clarificatory and Procedural changes to aid and strengthen ESG Rating
Providers (ERPs)
The Master Circular provides for ESG Rating Providers (ERPs) SEBI/HO/DDHS/DDHS-POD3/P/CIR/2024/45 dated May 16, 2024 (“Master Circular”) specifies various procedural/ disclosure requirements and obligations for ERPs. Based on representation received from ERPs and feedback from various stakeholders through public consultation, the following clarifications/ guidelines in respect of provisions of the Master Circular are being specified:
Withdrawal of ESG ratings
For ERPs following a Subscriber-Pays business model:
- The ERP may withdraw a rating provided that there are no subscribers for the rating as on the date of withdrawal.
- However, where the rated entity/ instrument is part of a rating package (e.g. Nifty 50), which continues to have subscribers, such rating may not bewithdrawn.
- Once withdrawn, the ERP shall ensure that such withdrawnrating is not made available to any subscriber in future.
- The ERP may withdraw the rating for an issuer/ rated entity in case of non-availability of the Business Responsibility and Sustainability Report (BRSR) for such issuer/ rated entity.
For ERPs following an Issuer-Pays business model:
- In case of rating of a security, the ERP may withdraw the ratingsubject to the ERP having rated the security continuously for 3 years or 50 % ofthe tenure of the security, whichever is higher, and having received NOC from 75% of the bondholders by value.
- In case of rating of an issuer/ entity, the ERP may withdraw the rating subject to the ERP having rated the issuer/ entity continuously for3 years.
- For the following refer the link mentioned below
- Disclosure of Rating Rationale on the website of Stock Exchange(s)
- Internal Audit for ERPs
- Governance Norms of ERPs
FOREIGN EXCHANGE MANAGEMENT ACT
- Clarifications on the permissibility of issuance of bonus shares to existing non-resident shareholder(s) by Indian companies engaged in sectors prohibited for FDI(07 April 2025)
DPIIT released a vide press note dated 07th April, 2025 has inserted the following under Para 1, Annexure 3 of the FDI Policy:
“An Indian company engaged in a sector or activity where FDI is prohibited is permitted to issue bonus shares to its pre-existing nonresident shareholder(s), provided that the shareholding pattern of such shareholder(s) remains unchanged pursuant to the issuance of bonus shares.”
Source: https://dpiit.gov.in/sites/default/files/pn2_07April2025.pdf
Master Directions- Reserve Bank of India (Interest Rate on Deposits) Directions, 2025( April 01 2025)
- Foreign Currency deposits under FCNR(B) Scheme shall be accepted only by those banks that are authorised under Foreign Exchange Management Act,1999 (FEMA) by Reserve Bank of India from time to time.
- Interest on deposits of money accepted or renewed under the FCNR(B) Scheme shall be in accordance with the terms and conditions:
- Interest on deposits of money accepted or renewed under the FCNR(B) Scheme shall be in accordance with the terms and conditions specified in the ensuing paragraphs:
- The interest rates shall be subject to the conditions laid down in paragraph 5 of these Directions.
- Interest rates on term deposits under the FCNR(B) scheme shall vary only on account of one or more of the following reasons:
- Tenor of deposits:
- The maturity period for term deposits under the FCNR(B) scheme shall be as under:
- One year and above but less than two years;
- Two years and above but less than three years;
- Three years and above but less than four years;
- Four years and above but less than five years; and
- Five years only.
- The interest rates ceiling on FCNR (B) deposits shall be as under:
| Period of Deposit | Ceiling Rate |
|---|---|
| 1 year to less than 3 years points | Overnight ARR for the respective currency/ Swap plus 250 basis points |
| 3 years and above upto and including 5 years | Overnight ARR for the respective currency/ Swap plus 350 basis points |
Kindly refer the following link for further details
Source https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12825&Mode=0
Regulation of Foreign Trade under Foreign Exchange Management Act (FEMA), 1999 – Draft Regulations and Directions
- Reserve Bank of India had earlier invited comments/feedback from the public on draft Regulations and draft Directions to the Authorised Dealers on Export and Import of Goods and Services, vide Press Release dated July 02, 2024.
- Based on the feedback received from public and subsequent further consultations with various stakeholders, the draft Regulations and Directions have been further revised. The emphasis of revised Regulations is on enhancing ease of doing business and bringing all instructions onto a single document. The Regulations incorporate instructions issued to Authorized Dealers, including the processes to be followed by the Authorized Dealers for handling transactions related to export and import, which are at present issued separately as Directions to Authorized Dealers.
Lending and Deposit Rates of Scheduled Commercial Banks – April 2025
Lending Rates:
| weighted average lending rate (WALR) on fresh rupee loans of SCBs | 9.35 |
|---|---|
| WALR on outstanding rupee loans of SCBs | 9.77 |
| 1-Year median Marginal Cost of Funds based Lending Rate (MCLR) of SCBs | 9.00 |
Deposit Rates:
| Weighted average domestic term deposit rate (WADTDR) on fresh rupee term deposits of SCBs | 6.65 |
|---|---|
| Weighted average domestic term deposit rate (WADTDR) on outstanding rupee term deposits of SCBs | 7.03 |
Source:https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=638
- Amendments to Directions – Compounding of Contraventions under FEMA, 1999(April 24, 2025)
Attention of Authorized Dealer (AD) Category – I banks is invited to Directions for compounding of contraventions under FEMA, 1999, issued vide A.P. (DIR Series) Circular No. 17/2024-25 dated October 1, 2024 and Master Directions on compounding of contraventions under FEMA, 1999, dated April 22, 2025.
On a review, it is decided that the following clause shall be inserted as
Para 5.4.II.vi in aforementioned Master Directions:
“vi. Subject to satisfaction of the compounding authority, based on the nature of contravention, exceptional circumstances/ facts involved in case, and in wider public interest, the maximum compounding amount imposed may be capped at INR 2,00,000/- for contravention of each regulation/ rule (applied in a compounding application) with respect to contraventions under row 5 of the above computation matrix.”
All AD Category-I banks and Authorised banks may bring the guidelines contained in this circular to the notice of their constituents.
Source: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12842&Mode0
Goods And Service Tax
Advisory on reporting values in Table 3.2 of GSTR-3B (April 11)
1. Table 3.2 of Form GSTR-3B captures the inter-state supplies made to unregistered persons, composition taxpayers, and UIN holders out of the supplies declared in Table 3.1 & 3.1.1 of GSTR-3B. The values in Table 3.2 of GSTR-3B auto-populates from corresponding inter-state supplies declared in GSTR-1, GSTR-1A, and IFF in requisite tables.
2. It is to inform you that from April-2025 tax period, inter-state supplies auto-populated in Table 3.2 of GSTR-3B will be made non-editable. The GSTR-3B shall be filed with the auto-populated values as generated by the system only.
3. Therefore, in case any modification/amendment is required in auto-populated values of Table 3.2 of GSTR-3B, same can be done only by amending the corresponding values in respective tables of GSTR-1A or through Form GSTR-1/IFF filed for subsequent tax periods.
4. To ensure that GSTR-3B is filed accurately with the correct values of inter-state supplies, it is advised to report the correct values in GSTR-1, GSTR-1A, or IFF. This will ensure the auto-populated values in Table 3.2 of GSTR-3B are accurate and compliant with GST regulations.
Source: https://services.gst.gov.in/services/advisoryandreleases/read/594
- GSTAT Notifies Goods and Services Tax Appellate Tribunal (Procedure) Rules, 2025 (April 24, 2025)
- The Goods and Service Tax Appellate Tribunal (GSTAT) has notified the Goods and Services Tax] Appellate Tribunal (Procedure) Rules, 2025 for regulating its procedure and functioning. It contains 124 rules and 15 chapters.
- The rules further contain the
- GSTAT FORM -01 which relates to Interlocutory Application to the Appellate Tribunal;
- GSTAT FORM -02 – ORDER SHEET; Format of Indexing; GSTAT FORM-03 – INSPECTION; Schedule of Fees;
- GSTAT FORM-04 which relates to Memorandum of appearance;
- GSTAT FORM-05, GSTAT FORM-06 – SUMMONS;
- GSTAT FORM-07 and GSTAT FORM-08.
Appeals: An appeal to the Appellate Tribunal shall be filed online on GSTAT Portal in Form prescribed under the Rules.
Source:https://egazette.gov.in/(S(jtmhoqh0wssst5pu05mkgry2))/error.aspx?aspx errorpath=/ViewPDF.aspx
Insolvency And Bankruptcy Code
Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2025 (3rd April, 2025)
The IBBI has amended the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to revise Form H, the Compliance Certificate under Regulation 39(4) of the CIRP Regulations, 2016. The revised Form H provides a comprehensive reporting format that covers all key stages and aspects of the corporate insolvency resolution process, from initiation to implementation.
Source: https://ibbi.gov.in/uploads/legalframwork/19c6f3252850f5bd0512d68898680e78.pdf
IBBI amends the IBBI (Insolvency Professionals) Regulations, 2016
- The IBBI has amended the IBBI (Insolvency Professionals) Regulations, 2016 to provide that an individual shall be eligible for registration, if he has passed the Limited Insolvency Examination within 24 months instead of 12 months before the date of his application for enrolment with the insolvency professional agency.
Source: https://ibbi.gov.in/uploads/legalframwork/523cf46054e993a3066ed3d7c451327b.pdf
Stock Exchange
Reporting for Artificial Intelligence (AI) and Machine Learning (ML) applications and systems offered and used by market intermediaries
- Trading Members are required to submit details on AI and ML applications and systems used by market intermediaries for the period ending March 31, 2025. The submission must be made electronically through BEFS (BSE Electronic Filing System) by April 15, 2025. The reporting timeline varies based on the type of Trading Member:
Trading Members using Algorithm software: Must report half-yearly within 15 calendar days of the expiry of the half-year.
Other Trading Members: Must report annually within 15 calendar days of the expiry of the year
The submission of AI-ML applications is mandatory for all active Trading Members of the Exchange (i.e. those who have executed even a single trade during the half year/annual period as mentioned above) irrespective of whether they are using AI-ML systems or not. The Trading Members who are not using AI-ML systems are also required to report NIL submission.
Source: https://www.nseindia.com/resources/exchange-communication-circulars#
- Submission of Half Yearly Networth Certificate as on March 31, 2025
- As per the continuing membership norms of the Clearing Corporation, all Members of the Clearing Corporation are required to maintain minimum Net worth at all points of time and submit the Net-worth certificate on a half yearly basis to the Clearing Corporation. With regard to the same, members are hereby advised to submit the Half Yearly Networth Certificate as on March 31, 2025 on ENIT by May 31, 2025.It may be noted that no additional time shall be provided for submission of Networth certificate beyond the
- due dates mentioned above.
Source: https://nsearchives.nseindia.com/content/circulars/CMPL67409.pdf
Internal Audit of Trading Members
All Trading Members must carry-out complete Internal Audit for the half year ended March 31, 2025, and submit the report electronically through the Inspection module in the Member Portal. The Exchange shall accept the internal audit report certified by empanelled auditor only.
the due date for submission of the Internal Audit Report for the half year ended March 31, 2025, the due date is May 31, 2025
Source: https://www.nseindia.com/resources/exchange-communication-circulars#
Block Deal window in T+0 settlement cycle (April17 2025)
Thisis in reference to SEBI circular no.SEBI/HO/MRD/MRDPoD3/P/CIR/2024/172 dated December 10, 2024 regarding Enhancement in the scope of optional T+0 rolling settlement cycle in addition to the existing T+1 settlement cycle in Equity Cash Markets and w.r.t Chapter 1.7 Block Trading Session in Exchange Consolidated circular reference no. 61813 dated April,2024. Kindly refer the further link for revised Block Deal window in T+0 settlement cycle.
Source: https://www.nseindia.com/resources/exchange-communication-circulars#
Other Acts
- MSME :
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.