SEBI Updates
Master Circular for SEBI (Issue of Capital and Disclosure Requirements Regulations), 2018
To facilitate easy access to the applicable circulars issued under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India issued a Master Circular dated 21 June 2023.
The Master Circular has now been updated to incorporate all relevant circulars issued up to 31 December 2025. Wherever considered necessary, appropriate modifications have also been made to reflect the provisions currently in force.
With the issuance of this updated Master Circular, all directions and instructions contained in the circulars listed in the Appendix to the Master Circular shall stand rescinded, to the extent that they relate to the ICDR Regulations. However, any action taken or done, or any application pending before the Board prior to the rescission of such circulars, shall remain unaffected.
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Obligations on CRAs while undertaking rating of financial instruments falling under the purview of any other Financial Sector Regulator
Regulation 9(f) of the SEBI (Credit Rating Agencies) Regulations, 1999 (“CRA Regulations”) permits Credit Rating Agencies to rate financial instruments falling under the regulatory purview of other financial sector regulators or authorities. Credit Rating Agencies undertaking such rating activities shall comply with the conditions specified below:
- Separation of Email-Ids for handling grievances and disclosures or website: CRAs shall maintain separate email IDs and distinct website sections for handling and disclosing grievances related to SEBI-regulated activities and those under the purview of other FSR(s), while operational resources for the grievance mechanism may be shared.
- Minimum net worth: Ensure the minimum net worth requirement prescribed under the CRA Regulations is met. Further, any net worth stipulations specified by other FSR(s), if applicable, shall be in addition to the minimum net worth requirement prescribed by SEBI.
- Disclosure of activities related information on CRA’s website and advertising/marketing material related to overall activities of CRA: CRAs shall disclose on their website the list of activities undertaken along with the respective regulator, ensure that advertising or marketing materials for activities under other FSR(s) are separate from those related to SEBI-regulated activities, and clearly state that SEBI’s investor protection and grievance redressal mechanisms will not apply to such activities.
- Disclosures in rating reports and rating press releases/rating rationale: For rating reports and press releases/rating rationales issued after the effective date of these provisions, CRAs shall disclose the relevant regulator(s), clearly state the non-applicability of SEBI’s investor protection and grievance redressal mechanisms where applicable, and ensure clear segregation and labelling of SEBI-regulated instruments and those under the purview of other FSR(s), including in common reports.
- Dealing with client: Before undertaking activities under the purview of other FSR(s), CRAs shall provide clients with written disclosure regarding the regulatory oversight, risks involved, and the non-availability of SEBI investor protection and grievance redressal mechanisms, obtain written client confirmation of the same, and issue similar written intimation to existing clients for ongoing activities while confirming such compliance to SEBI.
- Internal Audit Report: Every CRA undertaking activities regulated by other FSR(s) shall submit, as part of its half-yearly internal audit report, a Board-approved undertaking confirming compliance with the CRA Regulations and related circulars.
The provisions specified under Paragraph 2.1 and 2.5.2 of the enclosed circular shall come into effect after the expiry of 12 months from the date of issuance of the circular and the remaining provisions will come into effect after the expiry of sixty days from the date of issuance of the circular.
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Revised norms for the appointment of an independent third-party reviewer/certifier for green debt security
SEBI has updated the norms for appointing an independent third‑party reviewer or certifier for green debt securities. Under the revised framework:
- Issuers of green debt securities are required to appoint an independent reviewer or certifier who is free from conflicts of interest and possesses relevant ESG expertise.
- The reviewer or certifier must be independent of the issuer and its management, and the scope of their review must be disclosed in the offer document.
- These measures are intended to ensure compliance with SEBI’s definitions and regulatory requirements for green debt securities, aligning them with the norms for other ESG‑linked debt instruments to enhance transparency and investor confidence.
The revised requirements are effective immediately from the date of the circular.
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RBI Updates
Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations 2026
In exercise of the powers conferred by sub-section (2) of section 6, sub-section (2) of section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India has amended the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 and has notified Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations 2026 effective from the date of publication in the official gazette.
A comparison table summarising the key changes introduced under the new regulations is provided below:
| Aspect | Earlier Framework (2018 Regulations) | Amended Framework (2026) |
| Eligible Borrowers | Limited categories of entities, those eligible to receive Foreign Direct Investment (FDI) were permitted to raise ECB, along with select institutions such as Port Trusts, Special Economic Zone (SEZ) units, SIDBI, and the Export-Import Bank of India, etc.
. |
1) Any person resident in India (other than an individual) that is incorporated, established or registered under a Central or State Act is an eligible borrower, subject to the condition that such person is permitted for ECB in terms of applicable Act(s).
(2) An eligible borrower that is under a restructuring scheme or corporate insolvency resolution process may raise ECB only if specifically permitted under the restructuring or resolution plan. (3) An eligible borrower against whom any investigation, adjudication or appeal by a law enforcement agency for contravention of any rule, regulation or direction issued under the Act is pending, may raise ECB notwithstanding the pending investigation or adjudication or appeal and without prejudice to the outcome of such investigation or adjudication or appeal. The borrower shall, however, disclose information about the pending investigation, adjudication or appeal under ‘Form ECB 1’ (or ‘Revised Form ECB 1’ in case there is an existing ECB) |
| Recognised Lenders | Restricted to specified categories; lenders from FATF/IOSCO-compliant jurisdictions. | Any non-resident person, including overseas branches of RBI-regulated entities and IFSC units. Jurisdiction condition removed. |
| Borrowing Limit (Automatic Route) | Sector-specific caps; generally up to USD 750 million (with variations). | Higher of USD 1 billion or 300% of net worth (based on last audited standalone balance sheet). No cap for regulated financial entities. |
| Minimum Average Maturity Period (MAMP) | 3–5 years depending on sector and end-use. | Standardised to 3 years. Manufacturing sector allowed 1–3 years (up to USD 150 million). |
| Cost Ceiling (All-in-Cost) | Explicit spread ceiling over benchmark (e.g., LIBOR + prescribed basis points). | No fixed cost ceiling; pricing largely market-determined (arm’s length for related parties). |
| Currency of Borrowing | Foreign currency or INR (with restrictions on switching). | Foreign currency or INR; greater flexibility for currency conversion with safeguards. |
| End-Use Restrictions | Detailed negative list; tight controls on real estate, capital markets, and domestic loan repayment. | Negative list retained but rationalised; limited flexibility for refinancing and corporate restructuring. |
| Reporting | ECB-1, ECB-2 filings; guidance partly through Master Directions. | Reporting retained but streamlined; ECB framework consolidated fully within regulations (Master Directions withdrawn). |
| Regulatory Structure | ECB norms scattered between regulations and Master Directions. | Consolidated framework within the amended regulations for clarity and uniformity. |
External Commercial Borrowings for which a Loan Registration Number (LRN) has been obtained before these regulations coming into effect shall continue in compliance with the then applicable regulations, except reporting which shall be undertaken as per the amended regulations.
In summary, the 2026 amendment updates India’s foreign borrowing framework by broadening access, refining key definitions, bringing pricing in line with international standards, and strengthening end-use compliance, all while preserving prudential safeguards to support macroeconomic and financial stability.
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Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations 2026 – Consequent amendments in master directions
The RBI issued the Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026, notified on February 09, 2026 and gazetted on February 16, 2026, updating the 2018 Regulations, particularly the External Commercial Borrowing (ECB) framework. ECB and INR borrowing provisions from the relevant Master Directions and FAQs have been reviewed and the following amendments are being made to the aforesaid master directions and Frequently Asked Questions (FAQs):
(a) Para 1 to 12 of Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations shall be deleted;
(b) Para 2 of Master Direction – Borrowing and Lending transactions in Indian Rupee between Persons Resident in India and Non-Resident Indians/ Persons of Indian Origin shall be deleted; and
(c) Part I of FAQs on External Commercial Borrowings (ECB) and Trade Credits shall be deleted.
Authorised Dealer Category I banks are directed to follow the amended Regulations and inform their customers accordingly.
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Reporting under the Foreign Exchange Management Act, 1999 – Returns pertaining to External Commercial Borrowing (ECB)
The Reserve Bank of India has issued the Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026 dated February 09, 2026 (gazetted on February 16, 2026) to update the External Commercial Borrowing (ECB) framework. Consequently, the ECB reporting forms prescribed under the Master Direction have been revised in line with the updated framework.
Accordingly, Part V – Annex I and Annex II of the Master Direction shall be replaced with the formats provided at Annex I (Form ECB 1 / Revised Form ECB 1) and Annex II (Form ECB 2) of the attached circular. These directions are effective immediately.
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MCA Updates
Notification under Section 76A of the Limited Liability Partnership Act, 2008
Pursuant to Section 76A of the Limited Liability Partnership Act, 2008, and superseding S.O. 622(E) dated 11 February 2022, the Central Government has appointed the Registrars of Companies as adjudicating officers under the Act, the details of which are provided in the enclosed circular. Jurisdiction for each Registrar is specified against their name.
All proceedings pending before the adjudicating officers, and appeals pending before the Regional Directors as on the date of commencement of this notification shall, from the date of such commencement, be dealt in accordance with this notification.
This notification shall come into force with effect from the 16th day of February, 2026.
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Amendment to delegation of power under Section 17 of LLP Act, 2008
The Central Government, exercising powers under Section 458 of the Companies Act, 2013, amends the 11 February 2022 notification (S.O. 623(E)) to update the list of Regional Directors for limited liability partnerships. The revised list includes Ahmedabad, Bangalore, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai, Navi Mumbai, and New Delhi. This amendment takes effect from 16 February 2026.
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Notification under Section 454 of the Companies Act, 2013
Pursuant to Section 454 of the Companies Act, 2013, superseding S.O. 831(E) dated 24 March 2015 and S.O. 2650(E) dated 25 July 2019, the Central Government has appointed the Registrars of Companies as adjudicating officers under the Act, the details of which are provided in the enclosed circular. Jurisdiction for each Registrar is specified against their name.
All proceedings pending before the adjudicating officers, and appeals pending before the Regional Directors as on the date of commencement of this notification shall, from the date of such commencement, be dealt in accordance with this notification.
This notification shall come into force with effect from the 16th day of February, 2026.
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Amendment to delegation under clause 41 of Section 2 and Section 14 of the Companies Act, 2013
The Central Government, under Section 458 of the Companies Act, 2013, amends the 18 December 2018 notification (S.O. 6225(E)) to update the list of Regional Directors, replacing the previous seven cities with Ahmedabad, Bangalore, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai, Navi Mumbai, and New Delhi. The amendment takes effect from 16 February 2026.
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Amendment to delegation under Section 153 and 154 of the Companies Act, 2013
The Central Government, under Section 458 of the Companies Act, 2013, amends MCA notification S.O. 1354(E) dated 21 May 2014, replacing “office of Regional Director at Noida” with “Regional Director, Northern Region Directorate I, Headquarters at New Delhi.” This amendment takes effect from 16 February 2026, without affecting prior actions or omissions.
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Amendment to delegation under Section 94 of the Companies Act, 2013
In exercise of the powers conferred by Section 458 of the Companies Act, 2013 (18 of 2013), the Central Government amends the notification No. S.O. 891(E), dated 31st March 2015, except as regards actions taken or omissions prior to this amendment.
In the said notification, “Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and Shillong” shall be substituted with “Regional Directors at Ahmedabad, Bangalore, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai, Navi Mumbai and New Delhi.”
This notification shall come into effect from 16th February 2026.
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Amendment to delegation under Section 8 and others of the Companies Act, 2013
In exercise of the powers conferred by Section 458 of the Companies Act, 2013 (18 of 2013), the Central Government amends the notification No. S.O. 891(E), dated 31st March 2015, except as regards actions taken or omissions prior to this amendment.
In the said notification, “Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and Shillong” shall be substituted with “Regional Directors at Ahmedabad, Bangalore, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai, Navi Mumbai and New Delhi.”
This notification shall come into effect from 16th February 2026.
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Amendment to delegation under Section 66 of the Companies Act, 2013
Under Section 458 of the Companies Act, 2013 (18 of 2013), the Central Government amends notification No. S.O. 2938(E), dated 6th September 2017, substituting “Regional Directors at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong” with “Regional Directors at Ahmedabad, Bangalore, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai, Navi Mumbai and New Delhi.” Effective 16th February 2026.
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GST Updates
GST Portal Update: Flexible IGST Payments Using CGST/SGST ITC from Feb 2026
In a key update to the January 30 advisory on interest collection in GSTR-3B, the GST Portal now enables smoother IGST liability payments:
- New Functionality: Use CGST or SGST ITC to settle IGST dues in any order – but only after fully exhausting IGST credit (ref: point 3 of original advisory).
- Effective Date: Available starting from the February 2026 return period.
This change simplifies compliance for businesses with mixed credit balances.
New GST Portal Feature: Withdraw from Rule 14A via Form GST REG-32 (Live from Feb 21, 2026)
GSTN rolled out an online facility on Feb 21, 2026, allowing eligible taxpayers to opt out of Rule 14A registration using Form GST REG-32. Here’s what you need to know:
Eligibility & Preconditions
- Active taxpayers registered under Rule 14A.
- Must file returns for at least 3 months (if before Apr 1, 2026) or 1 tax period (on/after Apr 1, 2026), plus all dues up to filing date.
Step-by-Step Application
- Login > Services > Registration > Application for Withdrawal from Rule 14A (visible only if eligible).
- Select “No” for Rule 14A option (default), enter reason.
- Complete Aadhaar authentication (OTP or Biometric) for Primary Authorised Signatory + 1 Promoter/Partner.
Key Timelines & Rules
- Submit draft within 15 days of creation.
- Complete Aadhaar auth within 15 days of submission (or no ARN).
- No core/non-core amendments or self-cancellation while pending.
- Post-approval (Form GST REG-33): Report output tax > ₹2.5L from next month.
Telangana GST Payments Expanded: UPI, Cards + New Banks (ICICI & Federal)
GST payments are now easier with UPI and Credit/Debit Cards on the GST Portal. Plus, two new banks onboarded:
- ICICI Bank
- Federal Bank Ltd
This streamlines transactions for businesses and individuals in the state. No more payment hurdles – pay seamlessly via your preferred method!
New Outward IMS Tab: Track Rejected Credit Notes in GSTR-3B
GSTN has added a dedicated tab in the Outward IMS (Invoice Management System) to highlight rejected Credit Notes and similar documents. Key benefit: Automatically adds back related tax liability to your GSTR-3B for accurate reporting.
- Simplifies reconciliation and compliance.
- Ensures no missed liabilities from rejected docs.
Income Tax Updates
Draft Income-tax Rules 2026 Released for Feedback
Draft Income-tax Rules and Forms stated to be effective from April 1, 2026 have been released by the Income Tax Department inviting feedback and comments from the public and stakeholders.
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ICAI UDIN: Section 44AB Field Validation from April 2026
The Institute of Chartered Accountants of India (ICAI) has rolled out field-level validation on the UDIN portal for tax audits under Section 44AB (clauses a-e), effective immediately and continuing past April 1, 2026. This checks turnover limits, presumptive tax eligibility (Sections 44AD, 44ADA, etc.), cash transactions, and more before UDIN generation for Forms 3CA/3CB. It aligns with the Council’s May 2025 decision capping members at 60 tax audits from that date, boosting compliance and audit quality.
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India France Tax Treaty Amendment 2026: Capital Gains, MFN Deletion, Dividend Tax Changes Explained
India and France have signed a protocol amending the India – France Tax Treaty, which provides for the following:
- full taxing rights to the resident jurisdiction in respect of capital gains arising from the sale of shares of a company;
- deletes Most-Favoured-Nation (MFN) clause from the Protocol to the Tax Treaty
- Taxation of income from dividends replaced by a single rate of 10% of tax with a split rate of 5% for those holding at least 10% of capital and 15% of tax for all other cases
- The definition of FTS is aligned with the definition in India-US DTAA to include the make available clause.
- The scope of ‘Permanent Establishment’ was expanded by adding the service PE clause.
- An article on Assistance in the collection of Taxes included, as per international standards.
