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Latest from the Regulator - July 2025
Quarterly Regulatory Round-Up: April – June 2025
• MCA Proposes Expansion of Fast-Track Mergers
The Ministry of Corporate Affairs proposed widening Section 233 to include more companies under fast-track mergers, aiming to ease business restructuring.
• SEBI Partners with DigiLocker for Nominee Asset Transfers
SEBI integrated with DigiLocker to enable digital access to investment details, helping nominees claim assets more efficiently after an investor's death.
• SEBI Extends PAN Freeze to Family of Insider Trading Offenders
SEBI now applies trading restrictions to violators' immediate kin to curb indirect use of insider information.
• SEBI Issues New Internal Audit Guidelines for MIIs
SEBI mandated annual internal audits for Market Infrastructure Institutions (MIIs), split into three functional areas, to boost governance and transparency.
• Revised Audit Committee Norms for MIIs
SEBI barred executive directors from audit committees and strengthened audit independence to improve oversight and accountability.
• SEBI Tightens Cybersecurity Norms for Intermediaries
SEBI updated cybersecurity rules, classifying intermediaries by size and requiring stricter controls, with compliance due by June 30, 2025.
• SEBI Releases ESG Debt Securities Framework
SEBI defined disclosure norms for ESG debt instruments, including pre-issue, continuous disclosures, and independent reviews.
• New Rules for Key Management Personnel in MIIs
SEBI set rules for hiring/removal of KMPs in MIIs, requiring cooling-off periods, public disclosures, and prior regulatory approval.
• Exemption from Physical Financial Statements Extended
SEBI extended the exemption for physical delivery of financial statements at AGMs till September 30, 2025, aligning with MCA guidelines.
• Cybersecurity Norms Reiterated with June 30 Deadline
SEBI reaffirmed updated cybersecurity norms, emphasizing categorization, mandatory HSMs for larger entities, and riskbased controls.
• MCA Proposes Section 186 Relief for IFSCA-Registered Finance Companies
MCA aims to exempt IFSCA-registered finance firms from Section 186 restrictions to support easier lending and guarantees in IFSCs.
1. MCA Notifies Revised Form CRL-1 to Enhance Clarity on Subsidiary Layering Restrictions
MCA has notified an amendment to the Companies (Restriction on number of layers) Rules, 2017 to bring better clarity and reporting structure regarding the restriction on the number of layers of subsidiaries a company may have.
• Amendment Notified – Companies (Restriction on number of layers) Amendment Rules, 2025
• Effective Date – July 14, 2025
• Key Change – Substitution of Form CRL-1 in the Annexure of the 2017 Rules
• Purpose – To streamline disclosures and improve regulatory oversight on corporate layering
This move is aimed at enhancing transparency and ensuring better compliance with layering restrictions under the Companies Act, 2013. Companies are advised to use the revised Form CRL-1 effective immediately for related disclosures.
https://www.mca.gov.in/bin/dms/getdocument?mds=BRH8Ky67mTU4uOhzi77D1A%253D%253D&type=open
2. MCA Updates LEAP-1 Form for Overseas Listing Compliance
The Ministry of Corporate Affairs (MCA) has notified amendments to streamline the process for Indian companies seeking to list equity shares in permissible foreign jurisdictions.
• Amendment Notified – Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025
• Effective Date – From the date of publication in the Official Gazette
• Key Change – Substitution of Form LEAP-1 in the Second Schedule of the 2024 Rules
• Purpose – To standardize and clarify the application process for overseas equity listings under the revised framework
This amendment aims to facilitate smoother cross-border listings and improve regulatory clarity for Indian companies looking to tap into global capital markets.
https://www.mca.gov.in/bin/dms/getdocument?mds=x0Tqw4cwkkPubwESbOajAA%253D%253D&type=open
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Institute of Directors (IOD) is an apex national association of Corporate Directors under the India's 'Societies Registration Act XXI of 1860'. Currently it is associated with over 31,000 senior executives from Govt, PSU and Private organizations of India and abroad.
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Disclaimer: The opinions expressed in the articles/ stories are the personal opinions of the author. IOD/ Editor is not responsible for the accuracy, completeness, suitability, or validity of any information in those articles. The information, facts or opinions expressed in the articles/ speeches do not reflect the views of IOD/ Editor and IOD/ Editor does not assume any responsibility or liability for the same.
