(1) MCA amends various Rules for Transition to MCA 21 V3 Portal.
MCA has amended the following Company Rules to introduce new forms for filing on the MCA 21 V3 Portal, effective from 14th July 2025:
Rules | Forms |
The Companies (Registration Offices and Fees) Rules, 2014 | Forn GNL-1 |
The Companies (Audit and Auditors) Rules, 2014 | Form ADT-1, Form ADT-2, Form ADT-3 and Form ADT-4 |
The Companies (Management and Administration) Rules, 2014 | Form MGT-7, Form MGT-7A and MGT-15 |
The Companies (Accounts) Rules, 2014 | Form AOC-1, Form AOC-2, Form AOC-4, Form AOC-4 CFS, Form AOC-4-NBFC (Ind AS), Form AOC-4 CFS NBFC (Ind AS), Form CSR-2, Extract of Board Report, Extract of Auditor‘s Report (Standalone) and Extract of Auditor‘s Report (Consolidated) |
The Companies (cost records and audit) Rules, 2014 | Form CRA-2 and Form CRA-4 |
The Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 | Form AOC-4 XBRL |
The Companies (Incorporation) Rules, 2014 | Form INC-22A (ACTIVE) |
The Companies (Restriction on number of layers) Rules, 2017 | Form CRL-1 |
(2) Relaxation of additional fees for filing of 13 e-forms during the period of transition from MCA V2 to V3
MCA vide Circular dated 16th June 2025, has clarified that in view of the transition of the MCA21 portal from Version V2 to Version V3, and to ensure a smooth rollout of Annual Filing and related e-forms under MCA21 V3, a system migration phase has been scheduled. During this period, the e-forms listed in the Annexure will be temporarily unavailable for filing between 18.06.2025 and 13.07.2025 (both dates inclusive).
To facilitate smooth filing experience for stakeholders, the competent authority has decided that where the due date (i.e., the last date for filing without additional fees) or the resubmission date falls between 18.06.2025 and 31.07.2025 (both dates inclusive), the filing of such e-forms shall be permitted without payment of any additional fees up to 15.08.2025.
(3) Separate Filing of e-form CSR-2 post the period of transition from MCA21 V2 to V3
MCA vide Circular dated 16th June 2025, has addressed the transition of the MCA21 portal from Version 2 (V2) to Version 3 (V3) and the implications on the filing of e-Form CSR-2. In light of the system migration and decommissioning of V2 from 18th June 2025, the MCA has allowed stakeholders to file e-Form CSR-2 independently using the SRN of previously filed Form AOC-4/ AOC-4 (XBRL)/ AOC-4 (NBFC) under V2. This independent filing of CSR-2 in V3 will be permitted from 14th July 2025 to 15th August 2025 without any additional fee.
This relaxation stems from amendments introduced via Notifications G.S.R. 317(E) and G.S.R. 357(E), which effectively delink CSR-2 from AOC-4 filings and integrate them into the V3 platform. The move ensures a smooth compliance process for companies during the system upgrade and reflects the government’s commitment to easing regulatory procedures during technological transitions.
(4) MCA designates the Courts as Special Courts under Section 435
MCA vide Notification dated 18th June 2025 has designated the following courts as Special Courts under Section 435(2) of the Companies Act, 2013, with the concurrence of the Chief Justice of the High Court of Punjab and Haryana:
1 | Court of Chief Judicial Magistrate or Additional Chief Judicial Magistrate, SAS Nagar | State of Punjab |
2 | Court of Chief Judicial Magistrate or Additional Chief Judicial Magistrate, Gurugram | State of Haryana |
3 | Court of Chief Judicial Magistrate or Additional Chief Judicial Magistrate, Chandigarh | Union territory of Chandigarh |
SECURITIES LAW
(1) Limited relaxation from compliance with certain provisions of LODR Regulations, 2015 vide SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83 dated June 05, 2025
SEBI, vide circular dated October 06, 2023, had relaxed the applicability of Regulation 58(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) till September 30, 2024, based on the relaxations provided by Ministry of Corporate Affairs (MCA) vide General Circular no. 09/2023 dated September 25, 2023.
The said Regulation provides that a listed entity shall send a hard copy of the statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non-convertible securities, who have not registered their email address(es) either with the listed entity or with any depository.
Subsequently, MCA vide General Circular No.09/2024 dated September 19, 2024, has, inter-alia, extended the relaxation from sending physical copies of financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith) to the shareholders, for the AGMs conducted till September 30, 2025 (from September 30, 2024).
In view of the above it has been decided as follows:
- Entities having listed non-convertible securities, who have complied with the conditions as specified in MCA general circular No.09/2024 dated September 19, 2024 and have not sent hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder, to those holders of non-convertible securities, who have not registered their email address, shall not be subject to any penal action for non-compliance with Regulation 58(1)(b) under the LODR Regulations for the period October 01, 2024 to June 05, 2025.
- Entities having listed non-2024,ertible securities, who have complied with the conditions as specified in MCA general circular No.09/2024 dated September 19, 2024 and have not sent hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non-convertible securities, who have not registered their email address, shall not be subject to any penal action for non-compliance with Regulation 58(1)(b) under the LODR Regulations for the period October 01, 2024 to June 05, 2025.
(2) Industry Standards on Minimum Information to be Provided to the Audit Committee and Shareholders for Approval of Related Party Transactions (RPTs) [“Revised RPT Disclosure Standards”]
In a move aimed at enhancing corporate governance and promoting greater transparency in Related Party Transactions (RPTs), the Securities and Exchange Board of India (SEBI) has notified revised Industry Standards that mandate minimum disclosures to Audit Committees and shareholders. The new norms will come into force from 1st September 2025, superseding its earlier circulars issued on 14th February 2025 and 21st March 2025.
SEBI vide Circular dated June 26, 2025 (SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93) has modified the existing disclosure requirements under Regulation 23 of SEBI (LODR) Regulations, 2015 and Section III-B of the SEBI Master Circular dated November 11, 2024. These changes mandate listed entities to adhere to standardized disclosure formats while seeking approval for RPTs from both the Audit Committee and shareholders.
The revised Industry Standards have been formulated by the Industry Standards Forum (ISF), comprising representatives from ASSOCHAM, CII and FICCI, after consultation with SEBI and under the aegis of recognized stock exchanges.
Applicability & Exemptions:
Audit Committee Approvals (All RPTs under Regulation 23(2) and 23(3) of SEBI LODR Regulations 2015.
Shareholder Approvals (Material RPTs under Regulation 23(4) of SEBI LODR Regulations 2015.
Not applicable to:
- Exempted RPT under Regulation 23(5) of SEBI LODR Regulations 2015.
- Transactions below Rs.1 Crores.
- Quarterly review of RPTs by Audit Committee under Regulation 23(3)(d) of SEBI LODR Regulations 2015.
Few Key Changes in the revised Standards:
RPT Certification: The management of the listed entity, while providing the information to the Audit Committee, shall Provide Certificate from the Chief Executive Officer (CEO)/Managing Director/Whole Time Director/ Manager and Chief Financial Officer (CFO) of the Listed Entity confirming that the terms of RPTs proposed to be entered into are in the interest of the Listed Entity.
Reports: The management of the listed entity, while providing the information to the Audit Committee, shall Provide a copy of the valuation or other report of external party, if any.
Disclosures in the case of transactions relating to sale, purchase or supply of goods or services or any other similar business transactions and trade advances:
- The Management of the Company shall disclose, Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.
- Basis for determining the Price.
Exemption to Insurance Companies: Certain line items exempted for listed banks, NBFCs and insurance companies. Previously it was limited to listed banks and NBFCs.Web Link and QR Code for Accessing Valuation Reports in RPTs: Provide web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approving the RPT.
COMPLIANCE CALENDAR
Sr. No. | Particulars | Regulatory Authority | Due Date |
1 | Monthly Return of External Commercial Borrowing [Form ECB-2] | RBI | 7th July 2025 |
2 | Annual return on Foreign Liabilities and Assets (FLA) by Indian resident companies for the FY 2024-25 | RBI | 15th July 2025 |
3 | Quarterly statement of Investor Complaints with the Stock Exchanges. | Stock Exchanges | 21st July 2025 |
4 | Quarterly Statement on redressal of investor grievances | Stock Exchanges | 30th July 2025 |
5 | Quarterly Compliance Report on Corporate Governance | Stock Exchanges | 30th July 2025 |
6 | Reconciliation of share capital audit report under Regulation 76 | Stock Exchanges | 30th July 2025 |
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