“Compliance is the Language of Trust”
G.V. and Associates, Company Secretaries & Advisory Solutionz (P) Ltd.
In this Issue (Updates for 01.04.2026 – 30.04.2026):
Compliance Calendar – Companies Act – Securities and Exchange Board of India (SEBI) – Reserve Bank of India (RBI) – Insolvency and Bankruptcy Code (IBC) – Other Acts
Compliance Calendar For The Month Of May 2026
| Act | Form / Regulation (Reg) No. | Applicability | Due Dates |
|---|---|---|---|
| Companies Act, 2013 | LLP 11 | All LLPs | Within 30.05.2026 |
| Companies Act, 2013 | PAS-6 | Unlisted Public Companies and Private Companies | Within 30.05.2026 |
| Foreign Exchange Management Act | ECB-2 | LLP & Company having ECB | Within 07.05.2026 |
| SEBI (Listing Obligations and Disclosure Requirements) | Reg 32 | All Listed Companies | Within 30.05.2026 |
| SEBI (Listing Obligations and Disclosure Requirements) | Reg 23 | All Listed Companies | Within 30.05.2026 |
| SEBI (Listing Obligations and Disclosure Requirements) | Reg 24 | All Listed Companies | Within 30.05.2026 |
| SEBI (Listing Obligations and Disclosure Requirements) | Reg 33 | All Listed Companies | Within 30.05.2026 |
| Insolvency and Bankruptcy Board of India | Form VL | As may be Applicable | Within 10.05.2026 |
| Insolvency and Bankruptcy Board of India | Form CP | As may be Applicable | Within 10.05.2026 |
| Insolvency and Bankruptcy Board of India | Form LIQ | As may be Applicable | Within 10.05.2026 |
Companies Act
Important MCA Update for Directors
The Ministry of Corporate Affairs (MCA) has introduced significant changes to the DIR-3 KYC compliance framework with the objective of simplifying regulatory requirements and enhancing ease of compliance for Directors. Key Highlights of the Amendment are as follows:
Directors holding a DIN as on 31st March of a financial year shall now be required to file Form DIR-3 KYC Web once in every third consecutive financial year, on or before 30th June.
Any change in a Director’s mobile number, email ID, or residential address must be updated within 30 days through DIR-3 KYC Web along with the prescribed fee under the Companies (Registration Offices and Fees) Rules, 2014.
Form DIR-3-KYC and DIR-3- KYC-Web has been substituted with Form DIR-3 KYC Web
These amendments has come into force from 31st March 2026, vide Notification No. G.S.R. 943(E) dated 31st December, 2025. These measures aim to strengthen corporate governance while reducing repetitive directors.
Source: https://www.mca.gov.in/bin/dms/getdocument?mds=5
Public Notice for inviting suggestions on the Companies (Incorporation) Amendment Rules, 2026
The Ministry of Corporate Affairs has undertaken comprehensive review of the Companies (Incorporation) Rules, 2014. Further, a draft notification titled the Companies (Incorporation) Amendment Rules, 2026, proposing amendments to the Companies (Incorporation) Rules, 2014, has been placed on the website of the Ministry of Corporate Affairs (www.mca.gov.in). These amendments are aimed at streamlining the process of incorporation of companies, reducing compliance burden on stakeholders, and further advancing the objective of facilitating Ease of Doing Business. The Ministry has invited suggestions and comments from stakeholders on the proposed draft amendments. Suggestions/comments, along with brief justification, may be submitted through the e-Consultation Module available on the website of the Ministry of Corporate Affairs latest by May 09, 2026. The explanatory note on the matter is enclosed with the Public Notice.
Source: https://www.mca.gov.in/bin/dms/getdocument?mds=eEhYy8leaRU4Iaaj1LXkTg%253D%253D&type=open
FAQs on the Companies Compliance Facilitation Scheme, 2026
The Ministry of Corporate Affairs has issued FAQs on the Companies Compliance Facilitation Scheme, 2026 on April 22, 2026. The FAQs address clarifications to stakeholders, such as:
o Which entities are eligible to avail the Scheme?
o What filings are covered under the Scheme?
o Is there any concession on the normal filing fee for annual filings?
o Does the Scheme provide immunity from penalty?
o Can a company use the Scheme to regularize multiple pending filings?
The Scheme has come into force on 15 April 2026 and shall remain in force up to 15 July 2026.
Source: https://www.mca.gov.in/bin/dms/getdocument?mds=22HU6edu63wcOynHQ
The Companies (Registration Offices and Fees) Amendment Rules, 2026
The Ministry of Corporate Affairs (MCA) vide its notification G.S.R 300(E) dated April 22, 2026, has notified “the Companies (Registration Offices and Fees) Amendment Rules, 2026”, which has come into force on the date of their publication in the Official Gazette. The amendment revises Annexure, for item VII pertaining to Fee for Filing Form No. DIR-3 KYC Web under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. Timely filing of Form continues to be NIL, but it introduces a new category of Rs. 500 per filing for subsequent changes made as per Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Source: https://egazette.gov.in/(S(3w0vfw3qgmmitentvyoi5dk1))/ViewPDF.aspx
Securities And Exchange Board Of India
Relaxation from the applicability of SEBI Master Circular for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on non-compliance with the Minimum Public Shareholding (MPS) requirements
SEBI has received representation from an Industry body highlighting the difficulties faced by listed entities in achieving compliance with MPS requirements, inter alia, on account of capital market volatility arising from ongoing geopolitical tensions in the Middle East. Considering the above representation and the prevailing market conditions, SEBI has granted one time relaxation from the applicability of penal provisions under the Master Circular dated July 11, 2023 for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities whose due date for compliance with MPS requirements falls during the period from April 1, 2026 to September 30, 2026. Accordingly, recognised stock exchanges and depositories are advised not to take any penal action as envisaged under the Master Circular against such entities for non-compliance during the said period. Further, any penal actions initiated by the stock exchanges or depositories against such listed entities for non-compliance with MPS requirements during the period from April 1, 2026 till date may be withdrawn.
Ease of doing business – mechanism for lock-in of pledged shares under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI, vide notification dated March 21, 2026, has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to, inter alia, provide that specified securities on which lock-in cannot be created may be recorded as “non-transferable” by Depositories for the duration of the applicable lock-in period. To operationalize this, the Depositories have issued a framework to be followed by issuers, including, inter alia, incorporation of suitable provisions in the Articles of Association, issuance of necessary intimations to the concerned lenders/pledgees, and making suitable disclosures in the offer documents. The Depositories have also made necessary changes to their systems and processes. Accordingly, Stock Exchanges, Depositories, Merchant Bankers, and issuers shall ensure compliance with the prescribed mechanism for lock-in of pledged shares.
Framework for net settlement of funds for transactions done by Foreign Portfolio Investors (FPIs) in cash market
SEBI’s Master Circular for Stock Exchanges and Clearing Corporations dated December 30, 2024 inter-alia stipulates that no institutional investor shall be allowed to do day trading, i.e., square off their transactions intra-day. Representations were received from market participants highlighting that the gross settlement of transactions results in additional liquidity requirements, increased funding costs due to forex slippage and operational inefficiency for FPIs, particularly during days of index rebalancing. Accordingly, with an objective to enhance operational efficiency and reduce cost of funding for FPIs, it is decided to permit net settlement of funds for outright transactions undertaken by FPIs in cash market. For the purpose of this circular, ‘outright transactions’ shall mean either a purchase or a sale transaction, but not both, in a security in a settlement cycle undertaken by an FPI.
Reserve Bank Of India
RBI defers implementation of the Amendment Directions on Capital Market Exposures to July 1, 2026
The Reserve Bank of India had issued the final Amendment Directions on Capital Market Exposure on February 13, 2026, after due consideration of the feedback received as part of public consultation. The Amendment Directions were to be effective from April 1, 2026. The Reserve Bank has since received representations from banks, CMIs, and various industry associations seeking an extension of the effective date, and also flagging certain operational and interpretational issues for clarification. On a review, based on further discussions with the stakeholders and on a review, it has been decided to extend the effective date of the said Amendment Directions by three months to July 1, 2026. Further, a few changes have been carried out to the Amendment Directions, primarily clarifying certain provisions relating to acquisition finance and exposures to capital market intermediaries.
Source: https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=62476
Monetary Policy Statement, 2026-27
The Monetary Policy Committee (MPC) held its 60th meeting from April 6 to 8, 2026, under the chairmanship of Shri Sanjay Malhotra, Governor, Reserve Bank of India. After a detailed assessment of the evolving macroeconomic and financial developments and the outlook, the MPC voted unanimously to keep the policy repo rate under the liquidity adjustment facility (LAF) unchanged at 5.25 per cent. Consequently, the standing deposit facility (SDF) rate remains at 5.00 per cent and the marginal standing facility (MSF) rate and the Bank Rate remains at 5.50 per cent. The MPC also decided to continue with the neutral stance. On the domestic front, the Indian economy remained resilient in 2025-26. Real gross domestic product (GDP) is estimated to grow by 7.6 per cent (y-o-y) during the year. Further, taking all the factors into consideration and on the assumption that the adverse impact of the conflict in west Asia would remain contained in the near term, real GDP growth for 2026-27 is projected at 6.9 per cent. As per the new CPI series (2024=100), headline inflation increased to 3.2 per cent in February 2026 from 2.7 per cent in January and the CPI inflation for 2026 27 is projected to be at 4.6 per cent.
Source: https://rbidocs.rbi.org.in/rdocs/PressRelease/PDFs/PR36179ED854C2504530A4E69A95
RBI Issues Draft Directions for ‘Trade Receivables Discounting System
Micro, Small and Medium Enterprises (MSMEs) play an important role in the economic fabric of the country. MSMEs face constraints in obtaining adequate finance, particularly in terms of their ability to convert their trade receivables into liquid funds. In order to address this issue the Reserve Bank of India has, over time, issued guidelines regarding setting up of Trade Receivables Discounting System (TReDS) platforms in the country for facilitating financing of trade receivables of MSME sellers. As announced in Statement on Developmental and Regulatory Policies dated April 08, 2026, with a view to rationalise and harmonise the applicable guidelines, a comprehensive review has been undertaken. Accordingly, RBI released the draft Reserve Bank of India (Trade Receivables Discounting System) Directions. The comments / feedback on the draft Directions may be submitted by the regulated entities and members of public / other stakeholders on or before May 01, 2026 through the ‘Connect 2 Regulate’ section on the website.
Source: https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=62526
Digital Payments – E-mandate Framework, 2026
The RBI's Digital Payments – E-mandate Framework, 2026 consolidates all e mandate guidelines for recurring transactions via cards, PPI, and UPI, requiring one-time registration with Additional Factor of Authentication (AFA). Key provisions include mandatory pre-transaction notifications at least 24 hours before debit, AFA-free transaction limits of ₹15,000 for general recurring payments and ₹1,00,000 for insurance, mutual funds, and credit card bill payments, with customers empowered to opt out anytime. The framework also ensures post transaction notifications, zero charges to customers, a grievance redressal mechanism, and seamless mapping of mandates to reissued cards, Strengthening security and transparency in digital Payments
Source: https://rbi.org.in/Scripts/NotificationUser.aspx?Id=13374&Mode=0
Insolvency And Bankruptcy Code, 2016
Report of the Committee on Drafting of Regulations – IBC (Amendment) Bill, 2025
The Insolvency and Bankruptcy Code (Amendment) Bill, 2025 was introduced in the Lok Sabha on 12th August 2025 seeking to amend various provisions of the Code. The Committee examined provisions of the Amendment Bill, studied the Select Committee’s final recommendations, reviewed the existing regulations, and proposed amendments thereto. The proposed amendments to each set of principal regulations are presented in the given report. The proposals contained in this Report reflect the Committee's considered understanding of the regulatory implications of the Amendment Bill, based on the material available to it and the deliberations held. The chapters of this report are organised by principal regulation, each dealing with the amendments proposed to a specific set of regulations under the Code.
Source: https://ibbi.gov.in/uploads/whatsnew/2b9fe26449e9960a2dadf081cb3d2dd3.pdf
Research study on ‘Micro, Small and Medium Enterprises in the Insolvency and Bankruptcy Code’ conducted by Management Development Institute, Gurgaon
The Management Development Institute, Gurgaon has undertaken a research study titled “Micro, Small and Medium Enterprises in the Insolvency and Bankruptcy Code.” that presents an assessment of the Micro, Small and Medium Enterprises (MSMEs) under the Insolvency and Bankruptcy Code, 2016 since its inception and offers an examination of the role of MSMEs in insolvency proceedings under the Code, both in their capacity as Operational Creditors (OCs) and as Corporate Debtors (CDs). It has suggested mandating structured recording of operational creditor invoices (₹1 crore and above) by NeSL. It proposes the aggregation of claims by MSME operational creditors and reducing related procedural costs. It also recommends a recovery-focused auction model guided by a quasi-Absolute Priority Rule, alongside replacing the “no impairment” clause in Pre-Packaged Insolvency Resolution Process (PPIRP) with a principle-based allocation. Further, it advocates separating avoidance transaction reviews from the core resolution process, while keeping resolutions provisional, and emphasises enhancing awareness and capacity building for MSMEs through targeted outreach and support initiatives.
Source: https://ibbi.gov.in/uploads/whatsnew/e0b70b7b4a2d30829245e8b6b4a
OTHER ACTS – MSME
CGTMSE Leads Global Dialogue on Credit Guarantees, Reinforces Collateral-Free Credit Ecosystem for MSEs
The Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE) organised the Global Symposium on Credit Guarantees along with the 38th Annual Conference of the Asian Credit Supplementation Institution Confederation (ACSIC) in Mumbai, as part of its Silver Jubilee celebrations. The event highlighted CGTMSE’s pivotal role in expanding access to collateral free credit for Micro and Small Enterprises (MSEs). The Symposium witnessed a distinguished global participation, bringing together delegates from over 19 countries and 26 leading organisations, including policymakers, credit guarantee institutions, financial entities, and international experts. The gathering underscored the growing importance of global cooperation in strengthening credit guarantee ecosystems.
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.