“Believe in yourself when nobody does.”
G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.01.2026 – 31.01.2026):
Compliance Calendar • Companies Act • Stock Exchanges • Securities and Exchange Board of India • Reserve Bank of India • Insolvency and Bankruptcy Code • Others
Compliance Calendar For The Month Of February 2026
| Act | Form /<br>Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | WITHIN 07.02.2026 |
| SEBI (Listing Obligations<br>and Disclosure Requirements) | Reg 33 | Company listed in Main Board | WITHIN 14.02.2026 |
| Insolvency and Bankruptcy Board of India | Form VL | As may be Applicable | WITHIN 10.02.2026 |
| Insolvency and Bankruptcy Board of India | Form CP | As may be Applicable | WITHIN 10.02.2026 |
| Insolvency and Bankruptcy Board of India | Form LIQ | As may be Applicable | WITHIN 10.02.2026 |
Companies Act
The Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2025
- Ministry of Corporate Affairs has issued the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2025 dated December 31, 2026.
- According to the amendment following proviso is added to rule 4(3):
- “ Provided further that in case of any other Government Company, including its subsidiaries, the indemnity bond in Form STK-3A, in respect of one or more directors appointed or nominated by the Central Government or State Government, shall be given by an authorised representative not below the rank of Under Secretary or equivalent, in the administrative Ministry or Department of the Government of India or the State Government, as the case may be, on behalf of the Company.”
Source:https://www.mca.gov.in/bin/dms/getdocument?mds=4k9X1%252By%252B0qciDmzvy2y53Q%253D%253D&type=open
The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025
- Ministry of Corporate Affairs has issued the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025. Which shall come into force on the 31st day of March, 2026. The amendment interalia provides following:
- In rule 11 for the words and brackets “Regional Director (Northern Region), Noida”, the words and letter “Regional Director, Northern Region Directorate I” shall be substituted;
- Rule 12A is substituted as follows:
- (1) Every individual who holds a Director Identification Number as on the 31st March of a financial year, shall file KYC intimation in Form No. DIR-3 KYC Web to the Central Government on or before the 30th June of the immediately following every third consecutive financial year.
- (2) Every individual holding a Director Identification Number shall, in the event of change in his personal mobile number, email address or residential address, submit Form No. DIR-3 KYC Web within a period of thirty days of such change along with fee as provided under the Companies (Registration Offices and Fees) Rules, 2014.
MCA replaces Annual KYC requirements under the Companies Act, 2013 with abridged KYC requirements once in three years
The annual KYC requirement for directors in companies under rule 12A of the Companies (Appointment & Qualification of Directors) Rules, 2014 has been amended Pursuant to the amendment in the Rules notified on 31st December, 2025 (to be effective from 31st March, 2026), annual KYC filing requirement has been replaced with a simpler KYC intimation once in every three years. The revised simpler KYC Form can be used for various purposes viz (i) KYC compliance, (ii) updation of mobile number, (iii) updation of email address, (iv) updation of residential address and (v) re-activation of DIN. The verification (through digital signature) by DIN holder/director and certification (through digital signature) by the professional during KYC filing process would be required only if the KYC Form is submitted for updation of mobile number or email address or residential addresses.
Source:https://www.pib.gov.in/PressReleasePage.aspx?PRID=2210552®=3&lang=1
Stock Exchanges
NSE Indices launches Nifty Smallcap 500 Index
- NSE’s index services subsidiary, NSE Indices Limited launched a new broad market index – Nifty Smallcap 500. The Nifty Smallcap 500 Index aims to track the performance of top 500 small cap stocks selected based on six-month average full market capitalization after the Nifty Midcap 150 index. The weight of each stock in the index is based on its free-float market capitalization. The base date for the index is April 01, 2005, and the base value is 1000. The index will be reconstituted on a semi-annual basis in March and September. The new index is expected to act as a benchmark for asset managers and be a reference index tracked by passive funds in the form of Exchange Traded Funds (ETFs), index funds and structured products.
Securities And Exchange Board Of India
Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
- SEBI (Merchant Bankers) Amendment Regulations, 2025 has been notified on December 05, 2025 and shall be applicable w.e.f. January 03, 2026. SEBI vide this circular has specified the consequential requirements to be made with respect to amendment of SEBI (Merchant Bankers) Regulations, 1992. It is inter alia prescribed that the revised capital adequacy and new liquid net worth requirements would be applicable to existing Merchant Bankers in a phased manner. Further specified that existing Merchant Bankers shall comply with the requirement of compliance officer who shall be separate and independent from principal officer and the employees, within ninety days from the effective date, i.e., on or before April 03, 2026.
SEBI (Stock Brokers) Regulations, 2026
- SEBI has notified the SEBI (Stock Brokers) Regulations, 2026 which shall come into force on the date of their publication in the Official Gazette. Major changes to the regulatory framework include the following:
- Amendments of certain key definitions such as clearing member, professional clearing member, proprietary trading member, proprietary trading, designated director etc. to provide clarity.
- Modifications or inclusion of certain provisions to provide for ease of compliance and ease of doing business by enabling provision for joint inspection and maintenance of books of accounts by brokers in electronic form.
- Rationalisation of the criteria for stock brokers to be identified as qualified stock brokers so that the brokers meeting criteria such as large number of active clients and greater trading volume etc. are covered for enhanced supervision and compliance.
- The reporting responsibilities have been changed to account for the stock exchanges as the first line regulators for stock brokers.
- Removal of obsolete and non-applicable historical provisions such as provisions pertaining to physical delivery of shares, Forward Market Commission sub-brokers etc. On and from the commencement of these regulations, the SEBI (Stock Brokers) Regulations, 1992 shall stand repealed.
SEBI Constitutes Working Group on Technology Roadmap for Market Infrastructure Institutions
SEBI has constituted a Working Group to formulate a short term (5-years) and long term (10-years) Technology Roadmap for Market Infrastructure Institutions (MIIs). The Working Group has been constituted in view of the rapid evolution of technology and the increasing role of digital systems in market operations, surveillance, risk management, investor protection, and regulatory oversight. The working group will take a holistic and forward-looking view on adoption of emerging technologies by MIIs such as AI/ML, distributed ledger technology, cloud computing, SupTech and RegTech solutions, tokenisation, and quantum-safe systems.
Single Window Automatic and Generalised Access for Trusted Foreign Investors (SWAGAT-FI)” framework for FPIs and FVCIs
SEBI issues circulars on Single Window Automatic and Generalised Access for Trusted Foreign Investors (‘SWAGAT–FI’) framework for Foreign Portfolio Investors (‘FPIs’) and Foreign Venture Capital Investors (‘FVCIs’) extending ease of compliance and doing business to such SEBI registered FPIs by enabling a unified registration process across multiple investment routes and minimizing repeated compliance requirements and documentation for such investors. These benefits can be availed by existing as well as new FPIs that meet specified eligibility criteria. Earlier, SEBI (FPI) Regulations, 2019 and SEBI (FVCI) Regulations, 2000 were amended to provide for introduction of SWAGAT-FI framework for FPIs and FVCIs. This key measure would reduce regulatory complexity and enhance India’s global competitiveness as an investor-friendly destination. The provisions of the circulars come into effect from June 01, 2026.
Reserve Bank Of India
Indian Insurance Companies (Foreign Investment) Amendment Rules, 2025
- In exercise of the powers conferred by clause (aaa) of sub-section (2) of section 114 read with sub-clause (b) of clause (7A) of section 2 of the Insurance Act, 1938 , the Central Government amended the Indian Insurance Companies (Foreign Investment) Rules, 2015. Indian Insurance Companies (Foreign Investment) Amendment Rules, 2025 inter alia provides that “Foreign Direct Investment” (FDI) means the investment by non-resident entities or persons resident outside India and other eligible entities in the equity shares of an Indian Insurance Company under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019: Provided that for the purposes of these rules, Foreign Direct Investment shall include investment by Foreign Venture Capital Investors (FVCI) as permissible under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. According to Rule 4, in an Indian Insurance Company having foreign Investment, at least one amongst the Chief Executive Officer, managing director and chairperson of its Board, shall be Resident Indian Citizens.
Supervisory Data Quality Index for Scheduled Commercial Banks
- The Reserve Bank of India (RBI) has released Supervisory Data Quality Index (sDQI) for SCBs for September 2025. It measures data quality in terms of the Accuracy, Timeliness, Completeness and Consistency in the submission of returns. The objective of sDQI is to assess the adherence to the principles enunciated in the Master Direction on Filing of Supervisory Returns 2024.
Source:https://rbidocs.rbi.org.in/rdocs/PressRelease/PDFs/PR1863BC4406CBC06A492FA3F9D5E7C694F9F9.PDF
Foreign Exchange Management (Guarantees) Regulations, 2026
Foreign Exchange Department of Reserve Bank of India has issued Foreign Exchange Management (Guarantees) Regulations, 2026, which has come into force on the date of publication in Official Gazette. According to the notification, the new set regulations provides provisions pertaining to: Permission to act as a surety or a principal debtor; Permission to obtain a guarantee as a creditor; Reporting requirements and Late Submission Fee for delayed reporting etc.
Source : https://egazette.gov.in/(S(1itapg15chfcj5wlegqjgpur))/ViewPDF.aspx
RBI issues Reserve Bank of India (Internal Ombudsman) Directions, 2026
- The Reserve Bank of India had on October 07, 2025, issued the draft Master Direction – Reserve Bank of India (Internal Ombudsman for Regulated Entities) Directions, 2025, seeking feedback from the stakeholders and the public. Accordingly, the Reserve Bank of India has issued the following Master Directions, specific to each category of regulated entity:
- Reserve Bank of India (Commercial Banks – Internal Ombudsman) Directions, 2026
- Reserve Bank of India (Small Finance Banks – Internal Ombudsman) Directions, 2026
- Reserve Bank of India (Payments Banks – Internal Ombudsman) Directions, 2026
- Reserve Bank of India (Non-Banking Financial Companies – Internal Ombudsman) Directions, 2026
- Reserve Bank of India (Non-Bank Prepaid Payment Instruments Issuers – Internal Ombudsman) Directions, 2026
- Reserve Bank of India (Credit Information Companies – Internal Ombudsman) Directions, 2026
Source:https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=62034
5. Master Direction – Reporting under Foreign Exchange Management Act, 1999.
RBI has updated the aforesaid Master Direction on the daily reporting process for the Liberalised Remittance Scheme (LRS). The changes shall come into effect from 1 January 2026. Key changes: Previously, only AD Category-I banks submitted the LRS Daily Return in RBI’s Centralised Information Management System (CIMS), including transactions of AD Category-II banks, entities, and Full-Fledged Money Changers (FFMCs) affiliated with them. From 1 January 2026, AD Category-II banks, entities, and FFMCs will directly submit LRS Daily Returns in CIMS and will have their own access. These entities can verify cumulative LRS remittances PAN-wise before processing new transactions. Returns must be submitted daily, including ‘nil’ reports. Reporting via AD Category-I banks is no longer required.
Insolvency And Bankruptcy Code
Insolvency and Bankruptcy Board of India (Liquidation Process) (Amendment) Regulations, 2026
- In the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016, in regulation 47B, for clause (1) the following shall be substituted, namely:- (1) The liquidator shall file the Forms, along with enclosures thereto, as notified by Board, from time to time, on an electronic platform of the Board, as per the timelines stipulated for each form.
Source:https://ibbi.gov.in/uploads/legalframwork/12057962af7d19fd66eff82351a70e 49.pdf
Launch of Revised Forms for the e Liquidation Process
The Insolvency and Bankruptcy Board of India, through circular dated 28th June 2024, introduced a streamlined forms framework for monitoring the liquidation process. Further, the Insolvency and Bankruptcy Board of India, through notification dated 2nd January 2026 has amended the IBBI (Liquidation Process) Regulations, 2016), which provides that the insolvency professionals to file the Forms, along with enclosures thereto, as notified by the Board, from time to time, on an electronic platform of the Board as per the timelines stipulated for each form. Accordingly, the existing forms were comprehensively revised. The revised forms have been designed to ensure a reduced compliance burden by eliminating duplications, rationalising data requirements and leveraging technology for auto-population of information already available on the portal. Consequently, these revisions are expected to significantly reduce the time and effort required for compliance by insolvency professionals, while continuing to ensure that the Board receives all essential information in a timely manner.
| Form | Purpose / Coverage | Timeline |
|---|---|---|
| LIQ-1 | From Commencement of Liquidation till Public Announcement: This includes details of the CD, Public Announcement, etc | On or before 10th of the subsequent month after public announcement |
| LIQ-2 | Progress report on the Liquidation Process during the quarter: This includes status of the process, details of valuation, Realisation, PUFE, SCC meetings, Receipts and Payments, etc. | On or before 10th of the subsequent month after submission to the AA |
| LIQ-3 | From last Progress Report to Application for<br>Dissolution/closure of the Process: This includes details of the application, unclaimed proceeds, Realisation and distribution of the proceeds, Receipts and Payments. (The details required in these forms are carried forward from the last Progress Report and hence need not be filled again with the editable option). | On or before 10th of the subsequent month after submission of dissolution/closure application to the AA |
| LIQ-4 | From Application for Dissolution/closure to Order for Dissolution/closure of the process: This includes details of the distribution of proceeds, Receipts and Payments, etc.<br>(The details required in these forms are carried forward from the last Progress Report and hence need not be filled again). | Within 7 days of disposal of application by the AA |
Others
India Launches Responsible Nations Index to Promote Ethical Governance and Global Responsibility
India launched the Responsible Nations Index (RNI) at the Dr. Ambedkar International Centre, New Delhi, under the aegis of the World Intellectual Foundation (WIF). The Index introduces a comprehensive global framework for assessing nations on parameters such as ethical governance, social well-being, environmental stewardship, and global responsibility, going beyond conventional indicators of power and economic prosperity.
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.