Regulatory Updates_The PULSE_April 2026

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regulatory updates

SEBI Updates

One-time relaxation with respect to the validity of SEBI Observations

SEBI, under Regulations 44(1) and 59C of the ICDR Regulations 2018, permits public issues to open within 12–18 months from issuance of its observation letter. In response to industry representations citing challenges in capital raising due to geopolitical tensions in the Middle East and resulting market uncertainty, SEBI has granted a one-time relaxation. This extends the validity of observation letters expiring between April 1, 2026 and September 30, 2026 up to September 30, 2026. The extension is subject to an undertaking by the Lead Manager confirming compliance with Schedule XVI of the ICDR Regulations when submitting updated offer documents. The circular is effective immediately and has been issued under Sections 11 and 11A of the SEBI Act, 1992 to safeguard investor interests and ensure orderly development of the securities market.

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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 granted a one-time relaxation from penal actions under the SEBI Master Circular dated July 11, 2023, for listed entities unable to meet Minimum Public Shareholding (MPS) requirements due between April 1, 2026 and September 30, 2026. The relaxation has been provided in view of market volatility arising from geopolitical tensions in the Middle East. Accordingly, stock exchanges and depositories have been advised not to initiate or continue penal actions, including fines and freezing of promoter shareholding, during the said period and to withdraw any such actions already initiated from April 1, 2026 onwards. The circular is effective immediately.

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RBI Updates

Reporting under the Foreign Exchange Management Act, 1999- Returns pertaining to Foreign Exchange Management (Guarantees) Regulations, 2026

The RBI has issued reporting guidelines under the Foreign Exchange Management (Guarantees) Regulations, 2026 [FEMA 8(R)] for guarantees reporting by Authorised Dealer (AD) banks.

  • Three forms have been prescribed:
    • Form GRN Issue – for issuance of guarantees
    • Form GRN Modification – for changes such as amount revision, extension, or pre-closure
    • Form GRN Invocation – for invocation of guarantees
  • AD banks must submit returns to RBI through CIMS within 30 days from the end of the relevant quarter.
  • A unique Guarantee Transaction Number (GTN) must be assigned for each guarantee reported.
  • For delayed reporting:
    • LSF for GRN Invocation will be based on the liability amount invoked.
    • For GRN Issue and GRN Modification, the amount for LSF calculation will be treated as Nil.
  • The directions are effective immediately and issued under FEMA, 1999.

 

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Memorandum of Instructions Governing Money-Changing Activities – Location of Forex Counters in International Airports in India

RBI has permitted both residents and non-residents to exchange Indian Rupee notes at foreign exchange counters located in the departure halls of international airports within the duty-free area or security hold area beyond immigration or customs.

Accordingly, the Master Direction on Money Changing Activities will be amended. The directions have been issued under FEMA, 1999.

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Master Direction – Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025 – amendment

The Reserve Bank of India (RBI) has issued an amendment to the Master Direction – Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025 under the Foreign Exchange Management Act (FEMA), 1999. These directions have been issued under Sections 10(4) and 11(1) of the Foreign Exchange Management Act, 1999, without prejudice to approvals required under any other applicable law.

Key Highlights

  • The amendment consolidates various instructions previously issued by the RBI relating to:
    • Investments in debt instruments by Non-Resident Indians (NRIs); and
    • Use of debt instruments acquired under FEMA 396 as collateral with recognized stock exchanges in India for exchange-traded derivative transactions.
  • These provisions have now been incorporated into the updated Master Direction on Non-resident Investment in Debt Instruments, 2025 for greater clarity and regulatory consistency.

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MCA Updates

The Companies (Registration Offices and Fees) Amendment Rules, 2026

The Central Government has issued the Companies (Registration Offices and Fees) Amendment Rules, 2026 under the powers granted by the Companies Act, 2013. These amendments revise the fee structure relating to Form DIR-3 KYC Web under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Amendments

The revised fee provisions are as follows:

  1. Timely Filing of DIR-3 KYC Web– If the form is filed within the prescribed timeline under Rule 12A(1), no fee will be payable.
  2. Delayed Filing / DIN Reactivation – If the form is filed after the prescribed timeline or for the purpose of reactivation of DIN, a fee of ₹5,000 will be payable.
  3. Refiling Due to Changes – Where Form DIR-3 KYC Web is filed again for updating or changing particulars under Rule 12A(2), a fee of ₹500 per filing will apply.

The amendment rules shall come into force from the date of their publication in the Official Gazette.

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GST Updates

Introduction of the IMS Offline Tool

The Invoice Management System (IMS) was introduced on the GST portal from the October 2024 tax period, enabling the taxpayers to take actions on invoices uploaded by their suppliers through GSTR-1, GSTR-1A, or IFF, including accepting, rejecting, or keeping such records pending in the system.

To continuously enhance the taxpayer convenience and facilitate ease of compliance, an IMS Offline Tool has now been introduced in the GST system. The said offline tool is based on MS excel making it easy to use by the taxpayers and it enables them to undertake actions on both individual as well as bulk invoices in an efficient manner.

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Advisory regarding confirmation of “Tax Liability Breakup, As Applicable” in GSTR-3B-reg

Advisory for taxpayers wherein the system-calculated interest for the February 2026 period has been wrongly calculated and auto-populated in the March 2026 GSTR-3B. The advisory elaborates the process that needs to be followed by the taxpayer for the correct calculation of the interest.

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Pre-deposit Percentage in the GST Portal

While filing an appeal in Form APL-01 on the GST portal, the pre-deposit percentage is auto-populated as 10% in accordance with Section 107(6) of the CGST Act, 2017, and was previously non-editable. Due to this restriction, taxpayers faced difficulties in cases where the pre-deposit had already been made through other means or where the demand amount was incorrectly reflected under the appropriate head.

To address these issues, GSTN has now made the pre-deposit field editable at the time of filing the appeal, from April 6th, 2026. This allows taxpayers to modify the pre-deposit percentage as applicable to their specific case and calculate and pay the required amount accordingly while submitting the appeal. The appellate authority will subsequently verify the correctness of the pre-deposit amount and the mode of payment during the adjudication of the appeal.

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Difficulty in filing appeals on the GST portal in cases where adjudication orders reflect “NIL” demand due to prior voluntary payment – reg

Introduction

It has come to the notice of GSTN that certain taxpayers are facing difficulties in filing appeals on the GST portal against demand orders wherein the demand amount is reflected as “NIL,” despite the existence of a dispute regarding tax liability.

This situation generally arises in cases where the taxpayer has made payment of tax, interest, or penalty (fully or partially) at the stage of issuance of the Show Cause Notice (SCN) without admitting the liability, and the adjudicating authority has subsequently issued a demand order treating such payment as full discharge of the demand without explicitly determining and recording the liability.

System Behaviour on GST Portal (Demand and Collection Register – DCR)

When a demand order is issued by the tax officer, the GST portal creates a Demand ID in the Demand and Collection Register (DCR), also known as the liability ledger.

In cases where the tax officer issues a demand order with a NIL amount, an entry is created with zero value, indicating that there is no outstanding liability. When the taxpayer attempts to file an appeal application (APL-01) against such a demand order, the portal restricts the filing of the appeal and may display an error such as “Disputed amount cannot be more than the demand amount itself.”

Since no liability is reported by the tax officer on the GST portal, the system blocks the taxpayer from filing an appeal.

Nature of Issue:

It is clarified that:

  • Payment made during the SCN stage, without explicit admission of liability, does not amount to acceptance of the demand.
  • In such cases, the taxpayer retains the right to contest the liability and file an appeal under Section 107 of the Central Goods and Services Tax Act, 2017.

However, where the adjudication order incorrectly reflects a “NIL” demand, the taxpayer is unable to exercise this statutory right due to the NIL demand reflected in the system.

Alternate solution:

In cases where a dispute regarding liability exists but is not captured by the department in the demand order, and payment has been made prior to the issuance of the demand order, the taxpayer is advised to approach the adjudicating authority for issuance of a rectification order.

The taxpayer may file such rectification requests using the option available on the GST portal. Upon receipt of the rectification order reflecting the correct demand amount, the taxpayer may proceed to file an appeal on the GST portal within the prescribed time limits.

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Income Tax Updates

The central government notifies MOU for tax collection with Japan

The Central Government, in exercise of the powers conferred by sub-section (1) of section 90 of the Income-tax Act, 1961 (43 of 1961), notifies the Memorandum of Understanding (MOU) entered into between India and Japan for mutual assistance in tax collection, operating under Article 26A of their existing Double Taxation Avoidance Convention. The MOU was signed in Tokyo on 30th June 2025 and in New Delhi on 8th July 2025, and came into force on 8th July 2025 – the later of the two signature dates. It applies to all tax collection requests made after that date. This strengthens cross-border tax enforcement between the two countries.

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Streamlined Process for PAN Data Correction

Two new standardized forms have been introduced for PAN data correction — PAN CR-01 for individuals and PAN CR-02 for non-individuals. These forms capture changes to name, gender, date of birth, address, and contact details. Aadhaar number is mandatory (except for exempt categories), and forms can be submitted physically at UTIITSL/Protean eGov PAN centres or online through their websites.

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Offline Filing enabled Forms 145 & 146

The Income Tax Department has enabled an offline utility for Form 145 (formerly known as Form 15CA) and Form 146 (formerly known as Form 15CB) on the e-Filing portal. Taxpayers can download, these forms directly via the utility available under Downloads → Income Tax Forms → Income Tax Act, 2025.

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