“The magic in new beginnings is truly the most powerful of them all. Wishing everyone a happy and prosperous 2026.”
G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.12.2025 – 31.12.2025):
Compliance Calendar • Companies Act • Labour Laws • Securities and Exchange Board of India • Reserve Bank of India • Foreign Direct Investment (FDI) • Insolvency and Bankruptcy Code
Compliance Calendar For The Month Of January 2026
| Act | Form /<br>Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Companies Act, 2013 | AOC 4 | All companies registered under the Companies Act, 2013, except One Person Companies and small companies. | WITHIN 31.01.2026 |
| Companies Act, 2013 | AOC-4 XBRL | Indian companies that are listed on a stock exchange and their Indian subsidiaries, or companies with paid-up capital of ₹5 crore or more, or companies with an annual turnover of ₹100 crore or more | WITHIN 31.01.2026 |
| Companies Act, 2013 | AOC 4 CFS | Indian companies with one or more subsidiaries or associates | WITHIN 31.01.2026 |
| Companies Act, 2013 | MGT 7 / MGT 7A | MGT 7 : All companies (other than OPCs and AOCs) having share capital or not<br>MGT 7A : Applicable for OPCs. | WITHIN 31.01.2026 |
| MCA vide notification dated 30th December 2025 has extended the time for filing of Financial Statements and Annual Returns under the Companies Act, 2013 without additional fees till 31.01.2026 | MCA vide notification dated 30th December 2025 has extended the time for filing of Financial Statements and Annual Returns under the Companies Act, 2013 without additional fees till 31.01.2026 | MCA vide notification dated 30th December 2025 has extended the time for filing of Financial Statements and Annual Returns under the Companies Act, 2013 without additional fees till 31.01.2026 | MCA vide notification dated 30th December 2025 has extended the time for filing of Financial Statements and Annual Returns under the Companies Act, 2013 without additional fees till 31.01.2026 |
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | WITHIN 07.01.2026 |
| SEBI (Listing Obligations<br>and Disclosure Requirements) | Reg 27 | Company listed in Main Board | WITHIN 21.01.2026 |
| Reg 13 | All Listed Companies | WITHIN 21.01.2026 | |
| Reg 31 | All Listed Companies | WITHIN 21.01.2026 | |
| Reg 76 | All Listed Companies | WITHIN 21.01.2026 | |
| Insolvency and Bankruptcy Board of India | Form VL | As may be Applicable | WITHIN 10.01.2026 |
| Insolvency and Bankruptcy Board of India | Form CP | As may be Applicable | WITHIN 10.01.2026 |
| Insolvency and Bankruptcy Board of India | Form LIQ | As may be Applicable | WITHIN 10.01.2026 |
Companies Act
The Companies (Specification of definition details) Amendment Rules, 2025
The Ministry of Corporate Affairs have notified amendment in the Companies (Specification of definition details) Rules, 2014. As per the amendment for the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees ten crores and rupees one hundred crores respectively.
Source: https://egazette.gov.in/
Relaxation of additional fees and extension of time for filing of Financial Statements and Annual Returns under the Companies Act, 2013
In continuation of General Circular No. 06/2025 dated 17.10.2025 on the subject cited above, and in view of the representations received from stakeholders, the competent authority has decided to allow companies to complete their annual filings [e- Forms MGT7, MGT-7A, АОС-4, АОC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS), AOC4 (XBRL)] pertaining to FY 2024-25 up to 31st January, 2026 without payment of additional fees. All the other requirements of General Circular No. 06/2025 will remain unchanged
Source:https://www.mca.gov.in/bin/dms/getdocument?mds=O%252BR6QnciZFAjhGuEaQwrcw%253D%253D&type=open
Labour Laws
- Industrial Relations Code (Removal of Difficulties) Order, 2025 (December 08, 2025)
- The Ministry of Labour and Employment have notified the Industrial Relations Code (Removal of Difficulties) Order, 2025 which shall come into force with effect from the 8th day of December 2025. The Order clarifies that for the removal of difficulties the existing Labour Courts, Industrial Tribunals and National Industrial Tribunals constituted under the Industrial Disputes Act, 1947 shall continue to adjudicate the existing as well as new cases, for the purpose of ensuring continuity of adjudication and avoiding any legal or administrative vacuum until the constitution of Industrial Tribunals and National Industrial Tribunals under the Industrial Relations Code, 2020.
Source: https://labour.gov.in/sites/default/files/notification_8_december_0.pdf
Securities And Exchange Board Of India
Securities and Exchange Board of India (Informal Guidance) Scheme, 2025
The Securities and Exchange Board of India (Informal Guidance) Scheme 2003 (‘IG Scheme, 2003’) was issued on June 24, 2003 to enable certain entities to obtain guidance from the Securities and Exchange Board of India (‘Board’) on the applicability of laws and regulations administered by it, in the form of ‘No Action Letter’ or ‘Interpretive Letter’. The Board has approved the substitution of the existing IG Scheme, 2003 with the Securities and Exchange Board of India (Informal Guidance) Scheme, 2025. In view of the same, with effect from December 01, 2025, the processing of all informal guidance applications shall be governed by the Securities and Exchange Board of India (Informal Guidance) Scheme, 2025, which broadens the scope of the Scheme and enables stock exchanges, clearing corporations, depositories and Managers of Pooled Investment Vehicles registered with the Board, to seek guidance from the Board.
Clarification on the Digital Accessibility circulars of SEBI
SEBI has issued clarifications on its circulars dated July 31, 2025, August 29, 2025 and September 25, 2025 on Digital accessibility requirements in Digital Platforms of Regulated Entities (REs). The “Investors’ Right to have digital accessibility” will be included in the respective Investor Charters applicable to various REs, published by SEBI. Further provided that instead of meeting the compliance requirement for appointment of accessibility auditor by December 14, 2025, REs shall submit a status of their readiness and compliance to the accessibility requirements for each of their digital platforms latest by March 31, 2026 to the specified reporting authorities.
Relaxation on geo-tagging requirement in India for NRIs while undertaking re-KYC
Based on references received from multiple stakeholders to ease KYC access for Non-Resident Indians (NRIs), SEBI has decided to modify the existing provisions under Master Circular on KYC dated October 12, 2023 to ease reKYC process for NRIs. In this respect, the requirement of physical location of client being in India during digital on boarding shall be relaxed for undertaking re-KYC for existing clients. It is to be ensured that the GPS location (latitude and longitude) captured by the intermediary matches with the latitude and longitude of country given in Proof of Address given by the client.
Source: https://www.sebi.gov.in/legal/circulars /dec-2025/relaxation-on-geo-taggingrequirement-in-india-for-nris-whileundertaking-re-kyc_98284.html
SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025
SEBI has notified the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 which shall come into force on the date of their publication in the Official Gazette. Major changes to the regulatory framework include the following:
- Introduction of activity-based regulations for Registrars to an Issue and Share Transfer Agents (RTAs)
- Introduction of common definition for RTAs in place of existing separate definition for Registrars to an Issue as well as Share Transfer Agents • Net-worth requirement for RTAs
- Inclusion of securities premium for the purpose of computation of net-worth of RTAs (Ease of Doing Business)
- Revision in fee structure for RTAs
- Introduction of institutional mechanism for RTAs On and from the commencement of these regulations, the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 shall stand repealed.
SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2025
SEBI has notified the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2025, which shall come into effect from the date of their publication in the Official Gazette. Through this notification, SEBI has replaced the words “Share Transfer Agent” with “Registrar to an Issue and Share Transfer Agent”. These changes constitute consequential amendments to certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the introduction of the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025.
6. Centre tables Securities Markets Code 2025; seeks repeal of three Acts to create a single framework (December 18, 2025)
Finance Minister Nirmala Sitharaman on Thursday (18.12.2025) tabled the Securities Markets Code, 2025, in the Lok Sabha to consolidate and amend the laws relating to the securities markets. The Bill seeks to simplify the Indian securities markets laws, replacing three decades-old Acts — the SEBI Act, 1992, the Depositories Act, 1996, and the Securities Contracts (Regulation) Act, 1956 — and proposing a single legislative framework.
Source:https://prsindia.org/files/bills_acts/bills_parliament/2025/Securities_Markets_Code,2025.pdf
7. Ease of doing investment – Review of simplification of procedure and standardization of formats of documents for issuance of duplicate certificates (December 24, 2025)
With the objective of further simplifying the procedure of issuance of duplicate securities and to make it more efficient and investor friendly, it was decided to review the threshold and to simplify the documentation for issuance of duplicate securities certificates. To facilitate ease of doing investment for investors, SEBI decided to increase the threshold for simplified documentation from the current Rs. Five Lakhs to Rs. Ten Lakhs. Further, to simplify the documentation, it has been decided to: 1. prescribe a standardised Affidavit-cum-Indemnity bond; 2. rationalise the documentation for securities having value of more than Rs. Ten Lakhs; and 3. do away with notarisation of the Affidavit-cum-Indemnity bond for cases involving securities with value up to Rs. Ten Thousand. These measures aim at ease of investments for investors and facilitate restitution of investor rights in securities. As duplicate securities issued would necessarily be in demat mode, this will result in increased dematerialisation.
8. Ease of investments and ease of doing business measures – enhancing the ‘Facility for Basic Services Demat Account (BSDA)’ (December 24, 2025)
In order to provide ease of doing business to the depository participants (DPs) and ease of doing investments for the investors, it has been decided to exclude the following securities for reckoning the threshold for BSDA: • Zero Coupon Zero Principal (ZCZP) bonds • Delisted securities The valuation of the illiquid securities shall be at last closing price for calculating the threshold for BSDA. Further, DPs shall now be required to reassess the BSDA eligibility every quarter and require the beneficiary owner to submit consent to avail / continue to avail the facility of a regular demat account by active consent through a verifiable channel as specified by the Depositories.
Reserve Bank Of India
RBI guidelines include Directions to Banks to Provide Customer Services in Regional Languages
- The guidelines issued by the Reserve Bank of India (RBI) on customer services in banks, provides comprehensive directions on usages of regional languages, so that banks could align their service delivery as per the regional needs. Banks have also been advised to have a Board approved policy for general management of the branches including, inter-alia, display indicator boards at all the counters, provide customers with booklets consisting of all details of service and facilities available at the bank, make available all printed material like opening forms, pay-in-slips, passbooks etc. used by retail customers, availability of customer redressal etc. in Hindi, English and concerned regional language. Further, banks are having multilingual contact centres and digital channels to provide banking services and offer assistance in the Regional Languages.
Source:https://www.pib.gov.in/PressReleasePage.aspx?PRID=2197725®=3&lang=1
Liberalised Remittance Scheme (LRS)-Submission of ‘LRS Daily Return’ by Authorised Dealers- Category -II banks/ entities and Full- Fledged Money Changers
Attention of Authorised Persons is invited to A. P. (DIR Series) Circular No. 16 dated September 06, 2024, in terms of which, Authorised Dealer (AD) Category-I banks are required to submit ‘LRS daily return’(return code in CIMS:R010) on Centralised Information Management System (CIMS) (URL: https://cims.rbi.org.in), on the next working day. Further, the AD – Category–I banks are also required to include the details of LRS transactions undertaken by AD- Category–II banks / entities and FFMCs attached to them / maintaining an account with them, in their ‘LRS daily return’.
It has now been decided to introduce the submission of ‘LRS daily return’ by AD Category-II banks / entities and FFMCs also, by providing them access to CIMS. With this, AD Category-II banks/ entities and FFMCs shall be able to check the cumulative amount remitted by a resident individual (PAN-wise) under LRS during the current financial year, before facilitating their next requested LRS transaction.
Accordingly, all AD Category-II banks / entities and FFMCs are advised to submit the ‘LRS daily return’ (including ‘nil’ report, if applicable) with effect from January 01, 2026. Consequently, AD Category-II banks/ entities and FFMCs may discontinue submitting the LRS transactions through AD category-I banks.
All Authorised Persons, including the AD Category-II banks/ entities and FFMCs are advised to follow the instructions provided in the User Manual for submission of ‘LRS daily return’- under ‘Downloads’ on CIMS portal. It is further advised that AD Category-II banks/entities and FFMCs, who have been newly on-boarded onto CIMS may approach the Foreign Exchange Department of the concerned Regional Office of the Reserve Bank of India for resolving any issues in this regard. The Master Direction – Reporting under Foreign Exchange Management Act, 1999 is being updated to reflect this change.
Source: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=13172&Mode
Foreign Direct Investment
Parliament passes bill to raise FDI to 100% in insurance sector (December 17, 2025)
The Rajya Sabha passed a bill to raise FDI in the insurance sector to 100 per cent, with a view to providing insurance to all by 2047, a landmark reform aimed at drawing more global capital into one of the world’s fastest-growing markets. The Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Bill, 2025, would lead to amendments in the Insurance Act, 1938, the Life Insurance Corporation Act, 1956, and the Insurance Regulatory and Development Authority Act, 1999. The amendment seeks to raise the foreign direct investment (FDI) limit in the insurance sector from 74 per cent to 100 per cent, according to the bill. It also paves the way for the merger of a non-insurance company with an insurance firm.
Source: https://economictimes.indiatimes.com/industry/banking/finance/insure/ parliament-passes-bill-to-raise-fdi-to-100-in-insurancesector/articleshow/126040140.cms
Insolvency And Bankruptcy Code
IBC Amendment Bill 2025: Select Committee Submits Report to Lok Sabha
- The Chairperson of the Select Committee of Lok Sabha has presented the Report on the Insolvency and Bankruptcy Code (Amendment) Bill, 2025 to the Lok Sabha. In its recommendations, the Committee has proposed fixing a threemonth time limit for the National Company Law Appellate Tribunal (NCLAT) to decide insolvency appeals. This would require an amendment to the relevant section of the Code. The Committee recommended that the definition of the term ‘service provider’ be suitably modified to include ‘registered valuer’ to the list of entities that are provided under the IBC, and the definition for ‘registered valuer be suitably inserted. The Committee also suggested that to maintain coherence, appropriate references to ‘registered valuer’ be included where the term service provider is used in the Amendment Bill and at all relevant places where it has a consequential effect.
Source:https://www.newsonair.gov.in/ibcamendment-bill-2025-select-committeesubmits-report-to-lok-sabha/
Introduction of Modification Utility & Commencement of levy of fee for delayed filing of Forms under Regulation 40B of the CIRP Regulations
Introduction of Modification Utility in CP Forms:
1. The revised forms have been available on the IBBI website since 1 June 2025. Subsequently, several Insolvency Professionals (IPs) have sought permission to modify forms already submitted, for rectifying errors or omissions, if any. To facilitate such corrections and to ensure timely updation of regulatory filings, a utility enabling modification of forms has now been introduced the IBBI electronic platform.
2. Where an IP identifies any deficiency in a submitted form, the IP may use the modification utility on the portal to make the necessary modification, authenticated through the OTP-based process.
- If an Insolvency Professional (IP) submits a Form before the due date and subsequently modify the same before the due date, no fee shall be applicable, as the computation of fee under Regulation 40B (4) will commence only after the last due date of the Form
Source:https://ibbi.gov.in/uploads/legalframwork/dc934e519c330afdfd05c2084073bff9.pdf
3. Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Seventh Amendment) Regulations, 2025
Insolvency and Bankruptcy Board of India have issued the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Seventh Amendment) Regulations, 2025 dated December 22, 2025, which has come into force on the date of their publication in the Official Gazette. According to the amendment in regulation 38, following sub-regulation has been inserted: “(3A) Every resolution plan shall include:
(a) a statement of beneficial-ownership, in a format to be notified through circular by the Board, covering details of all natural persons who ultimately owns or controls the resolution applicant, together with the shareholding structure and jurisdiction of each intermediate entity; and
(b) an affidavit, in a format specified by the Board, that the resolution applicant is eligible/not eligible for the benefit of section 32A.”
Source: https://ibbi.gov.in/uploads/legalframwork/f1f3b9db9d37ed015454d3c 1b6d00fc7.pdf
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.