“Control leads to compliance; autonomy leads to engagement. Let’s Grow together in FY 2025-2026.”
G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.05.2025 – 31.05.2025):
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 June 2025
| Act | Form /<br>Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Companies Act, 2013 | Form DPT -3 | All unlisted public companies | Within 30.06.2025 |
| Companies Act, 2013 | Form NDH | All the Nidhi Companies | Within 30.06.2025 |
| Limited Liability Partnership Act | – | – | – |
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | Within 07.06.2025 |
| SEBI (Listing Obligation<br>and Disclosure Requirements) | – | All Listed companies | – |
| Insolvency and Bankruptcy Board of India | – | – | – |
Companies Act
Companies (Indian Accounting Standards) Amendment Rules, 2025
- The Ministry of Corporate Affairs vide its public notice dated May 07, 2025, has proposed amendments to the Companies (Indian Accounting Standards) Rules which are referred as Companies (Indian Accounting Standards) Amendment Rules, 2025.
There are various additions made in the Annexure of the Companies (Indian Accounting Standards) Rules, 2015. - Take a look at few additions made:
- An entity using another estimation technique may use any observable exchange rate— including rates from exchange transactions in markets or exchange mechanisms that do not create enforceable rights and obligations—and adjust that rate, as necessary, to meet the objective in paragraph 19A
- An entity shall consider how much detail is necessary to satisfy the disclosure objective in paragraph 57A. An entity shall disclose the information specified in paragraphs A19–A20 and any additional information necessary to meet the disclosure objective in paragraph 57A.
SOURCE:https://www.mca.gov.in/bin/dms/getdocument?mds=vBFzI3EzmTiUyL7B7SDwAw%253D%253D&type=open
Companies (Accounts) Amendment Rules, 2025
The Ministry of Corporate Affairs vide its notification dated May 19, 2025, has extended the timeline for filing of Form CSR-2 by the Companies. Now, the Form CSR-2 shall be filed on or before 30th June, 2025.
SOURCE:https://www.mca.gov.in/bin/dms/getdocument?mds=LDpXKzuAigAavlWsKxaZDw%253D%253D&type=open
Securities And Exchange Board Of India
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2025
- SEBI vide its regulation dated May 01, 2025, has made the following amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
- (1) Amendment to Regulation 13(2): A new proviso has been added:
- “Provided that in case of a securitised debt instrument, SCORES registration may be taken at the trustee level for all the special purpose distinct entities (SPD entities) that the trustee is responsible for.”
- (2) Amendment to Schedule III, Part D: After clause 9, the following new clauses (10 and 11) have been added:
- Clause 10: Special purpose distinct entities (or their trustees) must disclose, on an annual basis, any ongoing legal cases (outstanding litigations) or important developments related to the originator, servicer, or any other party in the transaction that could harm the interests of investors.
- Clause 11: Special purpose distinct entities (or their trustees) must also disclose annually any defaults made by the servicer in fulfilling their servicing obligations.
Review of – (a) disclosure of financial information in offer document / placement memorandum, and (b) continuous disclosures and compliances by Infrastructure Investment Trusts (InvITs)”
Chapters 3 and 4 of the Master Circular for Infrastructure Investment Trusts (InvITs), which govern key aspects of disclosure and compliance, have been revised. Chapter 3 originally outlined the requirements for financial disclosures in the offer document or placement memorandum, including the methodology for calculating Net Distributable Cash Flows
(NDCF). Chapter 4 dealt with continuous disclosure obligations and compliance requirements after the listing of InvIT units. Following a detailed review by a Working Group constituted under the Hybrid Securities and Advisory Committee (HySAC), along with inputs from the Bharat InvITs Association and internal regulatory deliberations, both chapters have
been updated to streamline processes and improve ease of doing business for InvITs.
Review of – (a) disclosure of financial information in offer document, and (b) continuous disclosures and compliances by Real Estate Investment Trusts (REITs)
Chapters 3 and 4 of the Master Circular for REITs dated May 15, 2024, which cover financial disclosures in offer documents and ongoing post-listing compliances, have been revised. The updates follow recommendations from a
Working Group under the Hybrid Securities and Advisory Committee (HySAC), aimed at improving ease of doing business. Inputs from the Indian REITs Association, HySAC, and internal deliberations were also considered
Composition of the Internal Audit team for CRAs
- SEBI has revised Para 33.1.3 of the Master Circular for Credit Rating Agencies (CRAs) dated May 16, 2024, which outlines the qualifications required for members of the internal audit team. Previously, the audit team was required to include at least a Chartered Accountant (ACA/FCA) and a Certified Information Systems Auditor or equivalent
- (CISA/DISA). To broaden the pool of eligible professionals, SEBI has now allowed the inclusion of Cost Accountants (ACMA/FCMA) and those with a Diploma in Information System Security Audit (DISSA) from ICMAI. The revised provision now requires that the audit team must include at least a Chartered Accountant or a Cost Accountant, and aprofessional holding CISA, DISA, or DISSA certification.
Investor Charter for Registrars to an Issue and Share Transfer Agents (RTAs)
- SEBI has updated the Investor Charter for RTAs to enhance financial consumer protection, inclusion, and literacy,considering recent developments like the ODR platform and SCORES 2.0. Registered RTAs must now:
- 1.Share the updated Investor Charter with shareholders via email, websites, and office displays.
- 2.RAIN will also publish the charter on its website.
- 3.RTAs must continue to publish data on complaints and their resolution on their websites by the 7th of each month,following the specified format.
- The updated charter is provided in Annexure A, and complaint data should be shared in Annexure B.
Norms for Internal Audit Mechanism and composition of the Audit Committee of Market Infrastructure Institutions
- Market Infrastructure Institutions (MIIs), such as Stock Exchanges and Clearing Corporations, provide essential services in the capital market and regulate their members. They must conduct internal audits of all their functions at least once a year, with independent auditors reporting directly to the Audit Committee. The scope of the audit is approved by the Audit Committee, and findings must be shared with relevant department heads. The Audit Committee, which excludes executive directors, reviews critical issues bi-annually
Accessibility and Inclusiveness of Digital KYC to Persons with Disabilities
- On April 30, 2025, the Hon’ble Supreme Court gave a judgment highlighting the importance of giving people with disabilities equal and easy access to financial services. The Court said that the process of digital KYC (Know Your Customer) must be made accessible for persons with disabilities.
- Following this, SEBI (Securities and Exchange Board of India) has shown its support for making financial services more inclusive. SEBI is committed to making sure that people with disabilities, including those with visual impairments, can easily use the services of its registered intermediaries. To help with this, SEBI has updated the “FAQ on Account Opening
- by Persons with Disabilities” to make the digital KYC process easier and more accessible.
FOREIGN EXCHANGE MANAGEMENT ACT
Investments by Foreign Portfolio Investors in Corporate Debt Securities through the General Route – Relaxations
The Reserve Bank of India (RBI) has decided to remove the rules that limited how much Foreign Portfolio Investors (FPIs) could invest in corporate debt securities. Earlier, there were two main limits: one that restricted short-term investments and another that limited how much could be invested in the debt of any single company. By removing these rules, the RBI is making it easier for FPIs to invest in India’s corporate debt market, which could lead to more foreign investment in the country.
SOURCE: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12847&Mode=0
Reporting on FIRMS portal – Issuance of Partly Paid Units by Investment Vehicles
The Reserve Bank of India (RBI) has clarified that investment vehicles can now issue partly paid units to non-resident investors, as enabled by the amended Foreign Exchange Management (Non-debt Instruments) Rules, 2019. Such issuances must be reported in Form InVI within 30 days of issue. However, as a transitional measure, issuances made before May 21, 2024, can be reported within 180 days from that date (i.e., by November 17, 2024) without incurring late submission fees. Issuances made on or after May 21, 2024, must adhere to the standard 30-day reporting timeline.
SOURCE: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12852&Mode=0
RBI issues Reserve Bank of India (Digital Lending) Directions, 2025(May 08, 2025)
- Reserve Bank of India has from time to time issued various directions and circulars on digital lending by Regulated Entities (REs). As part of the efforts to consolidate various regulatory instructions and streamline them, consolidated directions on the subject have been prepared and issued as the Reserve Bank of India (Digital Lending) Directions, 2025.
- Further, instructions on the following two aspects have also been included as part of these Directions for the first time:
- i. Instructions on “Digital Lending – Transparency in Aggregation of Loan Products from Multiple Lenders”: A draft circular on the aforesaid matter was issued on April 26, 2024, for public feedback. Basis the comments received, final instructions on the same are being issued as part of these Directions.
- ii. Instructions regarding operationalization of the Public Directory of Digital Lending Apps (DLAs) as announced in the Statement on Developmental and Regulatory Policies dated August 08, 2024: The instructions require REs to furnish the details of their DLAs through the Centralised Information Management System (CIMS) portal of the RBI. The portal shall be available to the REs for reporting on or before May 13, 2025 and REs shall have time till June 15, 2025 to upload the initial data. The list of DLAs will be available at (Link to home->Citizen’s Corner -> DLA’s deployed by Regulated Entities) on or before July 1, 2025. It may be noted that the list of DLAs is being made available on the website for the limited purpose of aiding the customers in verifying the claim of a DLA’s association with a RE. The list shall be based on data submitted by the REs on the CIMS portal of RBI on as is basis, without any further validation check by the Reserve Bank. The list will get updated automatically, as and when the REs update the existing details (addition of new DLAs or deletion of existing DLAs).
SOURCE: https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=60403
Income Tax And Goods And Service Tax
CBDT notifies new ITR form 5 for 2025-26 with key updates (May 01, 2025)
- The Central Board of Direct Taxes (CBDT) has issued Notification No. 42/2025, dated May 1st, 2025, unveiling the new Income Tax Return (ITR) Form 5 for the Assessment Year 2025-26. The income tax department highlighted various changes; one of the most notable revisions in ITR Form 5 is the introduction of a split within the Schedule Capital Gain. This new structure mandates taxpayers to report capital gains before and after July 23rd, 2024. The form now allows the reporting of capital loss incurred on share buybacks. However, this allowance is conditional upon the corresponding dividend income from these buybacks being declared as “income from other sources,” particularly for transactions occurring after October 1st, 2024.
SOURCE: https://incometaxindia.gov.in/communications/notification/notification-42-2025.pdf
Extension of due date for furnishing return of income for the Assessment Year 2025-26
The Central Board of Direct Taxes (CBDT), in exercise of its powers under Section 119 of the Income-tax Act, 1961 ( ‘the Act’), extends the due date of furnishing of Return of Income under sub-section (1) of section 139 of the Act for the Assessment Year 2025-26 in the case of assessees referred in clause ( c) of Explanation 2 to sub-section ( 1) of section 139 of the Act, which is Third July, 2025 to 15th September, 2025.
SOURCE:https://incometaxindia.gov.in/communications/circular/circular-6-2025.pdf
Updates in Refund Filing Process for Recipients of Deemed Export (May 08, 2025)
The Goods and Services Tax Network (GSTN) has implemented updates to the refund filing process specifically for recipients of deemed exports. A key change eliminates the requirement to file refund applications in a chronological order of tax periods, meaning taxpayers no longer need to select “From Period” and “To Period.” However, it remains mandatory for taxpayers to have filed all due returns (GSTR-1, GSTR-3B, etc.) up to the date of the refund application. Additionally, the “Amount Eligible for Refund” table has been revised with new columns detailing the Electronic Credit Ledger (ECL) balance, net Input Tax Credit (ITC) of deemed exports from uploaded invoices, the refund amount as per these invoices (which is downward editable), the auto-calculated eligible refund amount based on a specified debit order, and any refund amount deemed ineligible due to insufficient ECL balance. This enhancement aims to maximize the potential refund amount based on uploaded invoices, by comparing the total claimed ITC across various tax heads with the total ITC available in the ECL. Taxpayers are advised to take note of these modifications and report any issues encountered during the filing process via the GST portal’s grievance mechanism https://selfservice.gstsystem.in/ReportIssue.aspx.
SOURCE : https://www.gst.gov.in/newsandupdates/read/601
Insolvency And Bankruptcy Code
Research study on ‘Behavioral impact of Insolvency and Bankruptcy Code’ conducted by IIM Bangalore
The Indian Institute of Management, Bangalore conducted a research study on ‘Behavioural impact of the Insolvency and Bankruptcy Code (IBC)’. The study is based on comprehensive dataset on corporate insolvency resolution proceedings (CIRPs) sourced from the Insolvency and Bankruptcy Board of India (IBBI) for the period 2017–2023, firmlevel financial data from CMIE Prowess for the period 2010–2024 and Reserve Bank of India (RBI) data on nonperforming assets (NPAs) of Banks for the period 2010–2024. The key findings of the research study include: • Behavioural Change and Credit Discipline: • Impact on Cost of Debt: • Strengthening Governance: • Increase in Innovation This study reaffirms that the Insolvency and Bankruptcy Code (IBC) has not only strengthened the legal framework for debt resolution in India but also catalysed meaningful behavioural changes among both borrowers and lenders, thereby fostering a more resilient, responsive, and accountable financial ecosystem.
SOURCE::https://ibbi.gov.in/uploads/press/280ea052e2f1a6f84291d800dab8ebcd.pdf
Stock Exchange
Nifty Waves Index launched at WAVES 2025 by Hon’ble Chief Minister of Maharashtra Shri Devendra Fadnavi
Nifty Waves Index was launched today at the World Audio Visual & Entertainment Summit (WAVES) 2025 in Mumbai by Hon’ble Chief Minister of Maharashtra Shri Devendra Fadnavis. The Nifty Waves index comprises 43 listed companies that belong to the media, entertainment and gaming industry. With a diverse ecosystem spanning film, television, digital platforms, music and gaming, the Indian Media & Entertainment industry is undergoing a dynamic transformation, blending creative innovation with rapid technological adoption. Promoted by the Ministry of Information and Broadcasting (Government of India) and inaugurated by Hon’ble Prime Minister of India Shri Narendra Modi, the World Audio Visual & Entertainment Summit, known by the acronym WAVES, is a key forum for promoting discussions, collaboration, and innovation in the Media & Entertainment industry.
The weight of each stock in the Nifty Waves Index is based on free float market capitalization subject to a cap of 5%. The base date for the index is April 01, 2005, and the base value is 1000. The index will be reconstituted semi-annually and rebalanced on a quarterly basis.
SOURCE:https://nsearchives.nseindia.com/web/sites/default/files/2025-05/ind_prs02052025.pdf
Notice on cyber fraud on social media misusing BSE name
BSE advises investors/public not to trust such unregistered and unauthorized investment advisors and not to follow fake recommendation/unsolicited communication circulated through deceptive means impersonating BSE or any of its officials.
In the meantime, investors/public are urged not to join any group on social media platform falsely representing BSE or its officials and also not rely on any stock/share recommendation. BSE also advises investors/public to exercise caution and not to engage or re-circulate such fraudulent messages and not to share any personal and/or confidential information, financial or otherwise. Investors/public are advised to verify the source of communication before making their decisions.BSE employees are not permitted to recommend dealing in/or promote any transactions in stocks/shares.
Any official communication from BSE is made only through www.bseindia.com and BSE’s social media handles @bseIndia – Instagram, @bseIndia – Facebook, @BSEIndia – LinkedIn, @BSEIndia – X (Twitter), @BSEworldBSEIndia – YouTube
SOURCE:https://www.bseindia.com/Downloads/MediaRelease/PR17052025a_20251705.pdf
Other Acts
International Financial Services Centre Authority
- The International Financial Services Centres Authority (IFSCA) and the National Institute of Securities Markets (NISM) signed a Memorandum of Understanding on May 2, 2025, to advance capacity building and training initiatives in the securities markets in the IFSC. As part of this collaboration, NISM will partner with IFSCA to support a range of capacity- building initiatives within the IFSC. This includes conducting certification examinations for entities operating in GIFT IFSC. The MoU also covers the development of customized content, question banks, and e-learning modules aligned with IFSCA’s requirements, aimed at enhancing the professional expertise of financial institutions within the IFSC ecosystem
SOURCE: https://ifsca.gov.in/Legal/Index?MId=jusIuUv1t4U=
Competition Commission of India
The Competition Commission of India (Determination of Cost of Production) Regulations, 2025 (May 06, 2025)
The CCI has notified the Competition Commission of India (Determination of Cost of Production) Regulations, 2025 repealing the Cost Regulations 2009 vide repeal and saving clause introduced in the Cost Regulations 2025.
According to the notification the following concepts are being clarified:
- The definition of ‘total cost’ under Regulation 2(1)(c) has been revised to explicitly include depreciation and to exclude financing overheads, thereby ensuring a more appropriate and consistent measurement of the cost of production. In addition, editorial refinements have been made to the definitions of ‘total variable cost’ and ‘average avoidable cost’ to improve clarity, precision, and ease of interpretation in the application of these cost benchmarks.
- The definition of ‘long run average cost, has been revised and clarified in line with international best practices.
- Regulation 4 has been amended to state explicitly that experts appointed under this provision are intended solely to assist the Commission in arriving at the cost determination. Additionally, Regulation 4 has been revised to clarify that only a party to the proceedings may dispute the cost determined by the Commission under Regulation 3.
Micro, Small and Medium Enterprises (MSME)
The Small Industries Development Bank of India (SIDBI) has called for sector-specific policy interventions to bridge the credit gap in the MSMEs sector, while also highlighting the potential of digital lending in addressing the gap. In a report, SIDBI said the sector has a credit gap of ₹30 lakh crore, with the gap being higher for a few pockets within the sector, such as service and women-owned MSMEs. The report titled “Understanding Indian MSME Sector: Progress and Challenges” points out that sectors such as readymade garments (RMG), grocery retailers, food processing and IT/ITeS have a higher credit gap and need interventions specifically designed for them. For the report, Sidbi surveyed 2,097 MSMEs across 19 sectors in manufacturing, services and trading. The report underscores the high degree of borrowing from informal sources by micro enterprises, which is at 12% compared with small and medium enterprises at 3% and 2%, respectively.
DPIIT Clears 187 Startups for Tax Relief under Revised Section 80-IAC Framework (May 15, 2025)
In a significant boost to India’s startup ecosystem, the Department for Promotion of Industry and Internal Trade (DPIIT) has approved 187 startups for income tax exemption under the revamped Section 80-IAC of the Income Tax Act. Notably, the decision came during the 80th meeting of the Inter-Ministerial Board (IMB), held on 30th April 2025. According to a spokesperson of DPIIT, the tax benefit allows eligible startups a 100% income tax deduction on profits for any three consecutive years within a ten-year window from the date of incorporation. The scheme is designed to support emerging businesses in their formative years, encouraging innovation, job creation, and wealth generation. Of the total approvals, 75 startups were cleared during the 79th IMB meeting and 112 during 80th such meeting. With this, over 3,700 startups have now been granted exemptions since the scheme’s inception. Eligibility Extended for Startups Incorporated upto April 2030.
SOURCE : https://www.pib.gov.in/PressReleasePage.aspx?PRID=2128860
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.