SEBI Updates
Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions
As per Regulation 23(2), (3), and (4) of the SEBI LODR Regulations, listed entities must obtain approval of Related Party Transactions (RPTs) from the Audit Committee and, if material, from shareholders. Entities are also required to submit relevant information as specified in Part A and Part B of Section III-B of SEBI’s Master Circular dated November 11, 2024. Regulatory Updates
In consultation with the Industry Standards Forum (ISF – ASSOCHAM, CII, FICCI), SEBI issued revised Industry Standards (effective April 1, 2025) for minimum information required for RPT approval. Based on stakeholder feedback, SEBI extended the implementation timeline to July 1, 2025, and initiated simplification of the standards.
A new circular, effective September 1, 2025, modifies Section III-B of the Master Circular as follows:
- Audit Committee: Information must be provided as per the revised Industry Standards.
- Shareholders: Explanatory statements must include the same, in addition to the Companies Act requirements.
ISF and stock exchanges will publish FAQs to assist stakeholders.
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Framework for Environment, Social and Governance (ESG) Debt Securities (other than green debt securities)
SEBI has issued a comprehensive regulatory framework, effective June 5, 2025, governing the issuance of Environment, Social, and Governance (ESG) Debt Securities. Regulatory Updates
Environment, Social and Governance Debt Securities or “ESG Debt Securities” means green debt securities, social bonds, sustainability bonds, sustainability-linked bonds, or any other type of bonds, by whatever name called, that are issued in accordance with such international frameworks as adapted or adjusted to suit Indian requirements that are specified by the Board from time to time, and any other securities as specified by the Board.
This framework encompasses green debt securities, social bonds, sustainability bonds, and sustainability-linked bonds, with classification determined by the primary objective of the underlying projects—social, green, or a combination thereof.
- Social Bonds: Funds are raised to finance projects addressing specific social issues, such as affordable housing, education, and food security.
- Sustainability Bonds: Issued to finance a combination of green and social projects.
- Sustainability-Linked Bonds: Debt securities with financial or structural characteristics linked to pre-defined ESG performance targets, measured through Key Performance Indicators (KPIs) and Sustainability Performance Targets (SPTs).
The ESG Debt Securities must align with recognized international standards, including those established by the International Capital Market Association (ICMA), Climate Bond Standard, ASEAN Standards, the European Union or any framework or methodology specified by any financial sector regulator in India.
The framework provides detailed definitions, eligibility criteria, and disclosure requirements for each category of bond. Key disclosure and compliance obligations include: Regulatory Updates
- Mandatory initial and ongoing disclosures as specified in Annexure A and B;
- Appointment of an independent third-party reviewer or certifier;
- Strict use of proceeds for the stated ESG purposes;
- Continuous monitoring of ESG impact to prevent “purpose-washing,” supported by transparent reporting and provisions for early redemption in the event of misuse;
- Biannual post-listing obligations for issuers eligible to list on SME exchanges.
This regulatory initiative aims to enhance transparency, accountability, and investor confidence, thereby fostering the growth of India’s sustainable finance ecosystem.
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Limited relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
In accordance with the Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated September 19, 2024, the Securities and Exchange Board of India (SEBI) has extended the relaxation concerning the applicability of Regulation 58(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates the dispatch of hard copies of financial statements along with applicable annexures to holders of non-convertible securities who have not registered their email addresses with the issuer or the depository. Regulatory Updates
Pursuant to SEBI’s latest circular, listed entities that adhere to the MCA’s guidelines and have not dispatched hard copies of the documents specified under Section 136 of the Companies Act, 2013 for Annual General Meetings (AGMs) held on or before September 30, 2025, to holders of non-convertible securities, shall not be subject to penal action for non-compliance with Regulation 58(1)(b) of the LODR regulations for the period from October 1, 2024, to June 5, 2025.
Furthermore, for the period from June 6, 2025, to September 30, 2025, a similar relaxation shall continue to apply, provided that the advertisement issued pursuant to Regulation 52(8) includes a web link to a statement containing the salient features of all relevant documents, thereby ensuring digital accessibility for investors who have not registered their email addresses.
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MCA Updates
Transition to MCA21 V3 – Filing of e-Form CSR-2 on V3 Portal Post V2 Decommissioning
The Ministry of Corporate Affairs (MCA) is transitioning from the MCA21 Version 2 (V2) to Version 3 (V3) for annual filing and related e-forms, with V2 being decommissioned from 18th June 2025. As per recent notifications (G.S.R. 317(E) dated 19th May 2025 and G.S.R. 357(E) dated 30th May 2025), amendments have been made allowing the independent filing of e-Form CSR-2 and later linking it to AOC-4 in the new V3 system. In light of this, stakeholders who have filed AOC-4 (or related forms) in V2 can submit the standalone CSR-2 form on the V3 portal between 14th July and 15th August 2025. This decision has been made to ensure a smooth transition and with approval from the competent authority. Regulatory Updates
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Waiver of Additional Fees During MCA21 V2 to V3 System Migration
Due to the scheduled migration of the MCA21 portal from Version 2 (V2) to Version 3 (V3), the Ministry has announced that certain e-Forms will be unavailable for filing from 18th June 2025 to 13th July 2025. To facilitate a smooth transition and reduce inconvenience, the Ministry has decided that for filings with a due date or resubmission date between 18th June and 31st July 2025, stakeholders may file these forms without incurring additional fees until 15th August 2025.
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Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Amendment Rules 2025
Through Notification G.S.R. 371(E), the Central Government has issued the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Amendment Rules, 2025. These rules shall come into effect from July 14, 2025.
A significant amendment to Rule 3 introduces sub-rule (1A), which requires companies filing financial statements in eForm AOC-4 XBRL to also attach a PDF copy of the signed and duly authenticated financial statements, including the Board’s report, auditor’s report, and other related documents, under Section 134 of the Act. Additionally, the format of eForm AOC-4 XBRL has been revised. Regulatory Updates
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Companies (Restriction on Number of Layers) Amendment Rules, 2025
The Ministry of Corporate Affairs (MCA) issued Notification G.S.R. 427(E) on June 27, 2025, introducing the Companies (Restriction on Number of Layers) Amendment Rules, 2025, which shall come into effect from July 14, 2025. Regulatory Updates
The primary change introduced by this amendment is the replacement of Form CRL-1 in the Annexure of the Companies (Restriction on Number of Layers) Rules, 2017, with a revised form.
Restriction on Layers of Subsidiaries
- Companies (except banks, NBFCs, insurance, and government companies) can have no more than 2 layers of subsidiaries from the rule commencement.
- One layer of wholly owned subsidiaries is excluded when counting layers.
- Foreign companies with more than 2 layers can be acquired as per local laws.
- Existing companies with excess layers must file Form CRL-1 within 150 days, cannot add more layers, and if layers are reduced, cannot exceed the allowed limits.
- Penalties: Fine up to ₹10,000 + ₹1,000/day for ongoing violations.
Income Tax Updates
Due date to file Form 64A and 64E for AY 2025-26 has been preponed to 15th June 2025.
The Central Board of Direct Taxes (CBDT), vide Notification No. 17/2025 dated 24th February, 2025, has amended Rule 12CA and Rule 12CC, changing the due date for submitting Form 64A and Form 64E by business and securitisation trusts from 30th November to 15th June of the following Financial Year.
This amendment takes effect from Assessment Year 2025-26 onwards and applies to: business trusts—including Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)—as well as securitisation trusts, which cover special purpose vehicles and securitisation companies.
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Time limit to process Income-tax returns for AY 2023-24 under section 143(1) of the Act extended till 30 November 2025
CBDT vide its Circular dated 09 June 2025 has extended the time limit for processing the income-tax returns filed under section 143(1) of the Act for AY 2023-24 till 30 November 2025. However, such extended processing timeline shall not be applicable to returns selected for scrutiny or where the reason for non-processing of the returns was attributable to the Assessee. Regulatory Updates
Ministry of Finance notifies exemption in relation to deduction of tax at source in respect of payment made to a person, being a Unit in an International Financial Services Centre
Ministry of Finance vide notification dated 20 June 2025 and in exercise of the powers conferred under sub-section (1F) of section 197A read with subsection (1A) and (2) of section 80LA of the Act notifies that no deduction of tax shall be made under the provisions of the Income-tax Act as in respect of the specified payments as specified made by any “payer” to a person, being a Unit in an International Financial Services Centre. The detailed list of exempted payments may be accessed through the Notification link provided below. Regulatory Updates
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Ministry of Finance notifies protocol amending India – Oman tax treaty under section 90(1) of the Act
The Ministry of Finance vide notification No. 69/2025/F. No. 501/6/1991-FTD-II], has notified the protocol amending the India – Oman Double Taxation Avoidance Agreement (“DTAA”). The notified protocol shall apply in India in respect of income derived in any fiscal year beginning on or after the first day of April following the date on which the Protocol enters into force, i.e, it shall apply from the financial year 2026-2027, starting from April 1, 2026.
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CBDT relaxes time limit for processing of income-tax returns filed pursuant to condonation of delay under section 119(2)(b) of the Act
The CBDT vide circular no 07/2025 dated 25 June 2025 has relaxed the timeline for processing of income-tax returns filed before March 31, 2024 pursuant to order under section 119(2)(b) of the Act. The timeline for processing such returns under section 143(1) of the Act has been extended to March 31, 2026. However, the extended timelines shall not apply to returns where any proceedings for assessment, re-assessment, re-computation or revision of income under the Act has been completed for the relevant AY after the filing of such returns of income. Regulatory Updates
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GST Updates
Advisory regarding non-editable of auto-populated liability in GSTR-3B
- GST Portal provides a pre-filled GSTR-3B, where the tax liability gets auto-populated based on the outward supplies declared in GSTR-1/ GSTR-1A/ IFF. As of now, taxpayers can edit such auto-populated values in form GSTR 3B itself.
- With the introduction of form GSTR 1A, taxpayer now has a facility to amend their incorrectly declared outward supplies in GSTR-1/IFF through GSTR-1A, allowing them an opportunity to correct their liabilities before filing their GSTR-3B in the same return period.
- In view of the same, from the July 2025 tax period for which form GSTR 3B will be furnished in August 2025 such auto-populated liability will become non-editable. Thus, taxpayers will be allowed to amend their auto-populated liability by making amendments through form GSTR 1A, which can be filed for the same tax period before filing of GSTR 3B. Regulatory Updates
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Barring of GST Return on expiry of three years
Effective from the July 2025 tax period, a significant change has been introduced regarding the filing of GST returns. In accordance with the Finance Act, 2023, and as notified by Notification No. 28/2023 – Central Tax, taxpayers will no longer be permitted to file their GST returns after three years from the original due date. This restriction applies to returns under Section 37 (Outward Supply), Section 39 (Payment of Liability), Section 44 (Annual Return), and Section 52 (Tax Collected at Source), covering forms such as GSTR-1, GSTR-3B, GSTR-4, GSTR-5, GSTR-5A, GSTR-6, GSTR-7, GSTR-8, and GSTR-9.
Taxpayers are strongly advised to review and reconcile their records promptly and ensure that any pending GST returns are filed without delay, as the GST portal will enforce this three-year filing limit starting from the July 2025 tax period. Regulatory Updates
System Validation for Filing of Refund Applications on GST Portal for QRMP Taxpayers
- System Validation Update: In May 2025, the GST Portal introduced a system validation to ensure refund applications are accepted only if all required returns (GSTR-1 and GSTR-3B, or GSTR-4/GSTR-5/GSTR-6 as applicable) are filed up to the date of the refund claim, as per Circular No. 125/44/2019-GST.
- QRMP Scheme Issue Identified: Taxpayers under the Quarterly Return Monthly Payment (QRMP) scheme faced issues where invoices furnished through the Invoice Furnishing Facility (IFF) for the first two months of a quarter were not recognized by the system, blocking refund applications.
- Technical Issue Resolved: The GST Portal has resolved this issue. QRMP taxpayers can now file refund applications for invoices where GSTR-3B has already been filed.
- Important Reminder: Invoices furnished through IFF, for which GSTR-3B has not yet been filed in the upcoming return period, should not be included in refund applications.
- Advisory: All taxpayers are advised to ensure that all relevant returns are filed before submitting any refund application to comply with legal provisions and system requirements. Regulatory Updates
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Advisory on filing of Amnesty applications under Section 128A of the CGST Act
As of June 8, 2025, a total of 3,02,658 waiver applications have been submitted through SPL-01/02 on the GST Portal. However, it has been observed that certain taxpayers are encountering challenges in filing amnesty applications under Section 128A. In light of the impending submission deadline, various trade associations have formally requested the introduction of an alternative mechanism to ensure seamless filing for all eligible applicants.
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Filing of SPL-01/ SPL-02 where payment is made through GSTR 3B and other cases
1. It has come to notice that certain taxpayers are experiencing technical issues related to the auto-population of payment details in Table 4 of Form SPL-01 or SPL-02 while filing amnesty applications under Section 128A of the CGST Act, 2017.
2. Specifically, it has been observed that in some cases, the payment details may not be accurately auto-populated in the applications filed by taxpayers, including but not limited to:
- Amounts paid through the “payment towards demand order” functionality
- Pre-deposit amount details
- Payments made through GSTR-3B
3. In the above circumstances, taxpayers are advised to proceed with the filing of the waiver application, as the GST portal does not restrict submission even if there is a mismatch between the payment details and the demand amount.
4. Taxpayers are further advised to upload all relevant payment information as attachments along with the online application. This will facilitate verification by the jurisdictional officer. Regulatory Updates
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Introduction of Enhanced Interoperable Services Between E-Way Bill Portals
GSTN is delighted to announce that the National Informatics Centre (NIC) will be launching the new E-Way Bill 2.0 portal on 1st July 2025. This upgraded portal introduces advanced interoperable E-Way Bill features, designed to facilitate seamless integration between the existing E-Way Bill 1.0 Portal and the new platform.
1. Objective
The E-Way Bill 2.0 portal has been developed in response to taxpayer feedback, aiming to ensure uninterrupted service even during unforeseen circumstances. It allows users to access essential E-Way Bill functions across both portals, thereby supporting smooth and efficient operations for both taxpayers and transporters.
2. New Inter-Operable Services Regulatory Updates
The following additional features will be available on the E-Way Bill 2.0 portal for E-Way Bills generated on either portal (E-Way Bill 1.0 or 2.0):
- Generation of E-Way Bills using Part-A details provided by the supplier
- Creation of Consolidated E-Way Bills
- Extension of E-Way Bill validity
- Updating transporter information
- Retrieval of consolidated E-Way Bills
These enhancements are in addition to the cross-functional services already available, such as: Regulatory Updates
- E-Way Bill generation
- Vehicle detail updates Regulatory Updates
- Printing of E-Way Bills
3. System Integration and Synchronization
- Both portals will function on a real-time synchronized framework, ensuring that E-Way Bill data is instantly mirrored between the two systems within seconds.
- Should the E-Way Bill 1.0 portal experience technical difficulties or downtime, taxpayers can seamlessly carry out all required actions (such as updating Part B) on the E-Way Bill 2.0 portal and use the E-Way Bill slip generated there.
- This dual-portal setup is intended to remove reliance on a single platform and guarantee uninterrupted business operations.
4. API Availability Regulatory Updates
All these services will also be accessible to taxpayers and logistics providers via APIs, in addition to the web portal. These APIs are presently available in the sandbox environment for testing and integration. Regulatory Updates
5. Key Benefits Regulatory Updates
In the near future, data from both the E-Way Bill1 and E-Way Bill2 portals will be seamlessly merged and integrated, removing the need to rely on the E-Way Bill1 system during emergencies. The E-Way Bill2 portal is built to synchronize E-Way Bill details with the main portal within seconds.
Full interoperability between the two portals is now available—updates to E-Way Bills created on the E-Way Bill1 portal can be made on the E-Way Bill2 portal, and vice versa. If the main portal becomes unavailable due to technical issues, Part-B details of E-Way Bills generated on the E-Way Bill1 portal can still be updated via the E-Way Bill2 portal, and both versions of the E-Way Bill slip may be used as needed.
Taxpayers and logistics operators are advised to get acquainted with these new features and, where relevant, integrate API services into their systems.
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CBIC Clarifies Appeal Process for CAA Orders Regulatory Updates
CBIC vide Circular 250/07/2025-GST dated 24 June 2025, has clarified the procedure to be followed for review, revision, and appeals for such Orders-in-Original passed by CAA. The clarification lays down the authorities that would review/revise/ hear appeals against the respective Order–in–Originals ( O-I-Os).
The Circular may ease the compliance and management of multiple litigations across India on common issues and in avoiding conflicting views at higher forums. The Circular brings certainty in jurisdictional disputes surrounding the appropriate legal recourse in crucial investigations involving high stakes.
