Compliance Updates

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Company Law Updates

Indian Companies CSR Rules, 2014 – Amendments

The Ministry of Corporate Affairs (“MCA”) has amended the Companies (Corporate Social Responsibility Policy) Rules, 2014, with the introduction of 2 (two) definitions under Rule 2 – “Not for Profit Organization (“NPO”)” and “Zero Coupon Zero Principal (“ZCZP”) Instrument”. The amendment allows the Company to undertake CSR activities through ZCZP Instruments issued by NPOs listed on the Social Stock Exchange. The Corporate Social Responsibility (“CSR”) expenditure incurred for such instrument shall not exceed 10% (ten percent) of the total CSR expenditure for that financial year. The amendment also provides a relaxation by exempting Companies that subscribe to these instruments from undertaking Impact Assessments of the projects funded through such subscriptions. Further Schedule VII of the Companies Act, 2013 has been amended to recognize subscriptions to ZCZP as a permissible CSR activity.

Relaxations in certain MCA filings

Following the disruptions caused by a fire incident at the MCA Data Centre and consequent capacity enhancements/ restoration activities undertaken in June 2026, the MCA introduced certain temporary compliance relaxations as follows:

• Relaxation for filing of Form DPT-3 for the financial year 2025-26 without payment of additional fees was granted till 31 July 2026.
• Extension of the validity of Company and LLP Name Reservations, Incorporation and Resubmission related e-filings up to 10 July 2026.
• Extension of the validity of the Companies Compliance Facilitation Scheme, 2026 up to 31 August 2026.

Company secretarial (CS) compliance for Private limited companies

Below is a summary of the compliances that need to be adhered to in the next quarter (July – September 2026):

FEMA Updates

FEMA Non-Debt Rules, 2019 Amendments

The Central Government notified the FEMA (Non-debt Instruments) (Second Amendment) Rules, 2026, amending the foreign investment framework applicable to the insurance sector under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“Principal Rules”). Under the amended framework, up to 100% (hundred percent), Foreign Direct Investment (“FDI”) is allowed under the automatic route in Indian insurance companies and insurance intermediaries, while Life Insurance Corporation remains subject to a 20% (twenty percent) FDI cap. This implements the Government’s policy to liberalize foreign investment in the insurance sector and expands foreign portfolio investment opportunities.

FEMA Cross Border Merger Amendments

The Reserve Bank of India (“RBI”) has notified the FEMA (Cross Border Merger) (Amendment) Regulations, 2026, amending the FEMA (Cross Border Merger) Regulations, 2018 to align the FEMA framework with the merger approval mechanisms available under the Companies Act, 2013. Introducing the concept of a “Competent Authority”, defined as “any authority empowered under the Companies Act, 2013 or any subordinate legislation made thereunder to approve a scheme of merger or amalgamation”. Consequently, references to the National Company Law Tribunal in the principal regulations have been replaced with the broader term “Competent Authority”. By recognizing approvals issued by any competent authority, the revised framework ensures consistency between Company Law and FEMA requirements for cross-border merger transactions.

Labour and Employment Updates

Central Labour Code Rules & Employees Provident Fund Scheme Notified

The Ministry of Labour and Employment has notified central rules under all 4 (four) Labour Codes i.e. the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 on 08 May, 2026, providing key operational clarity, though nationwide implementation remains contingent on pending state-level rules. Alongside this, on 29 June, 2026, the Government notified the Employees’ Provident Fund Scheme, 2026, and the Employees’ Deposit-Linked Insurance Scheme, 2026 under the Code on Social Security, 2020, replacing the existing provident fund, pension, and deposit-linked insurance schemes and operationalizing the provisions relating to employees’ provident fund benefits. Alongside these schemes, the Employees’ Enrollment Campaign, 2026, VISHWAS, 2026 and AMNESTY, 2026 were also notified as special provisions.

Karnataka Menstrual Leave Policy Upheld

On 15 April, 2026, in Chandravva Hanamant Gokavi v. State of Karnataka & Ors. (W.P. No. 109734/2025), the Karnataka High Court upheld the constitutional validity of the state’s Menstrual Leave Policy, 2025, ruling that menstrual health is a fundamental aspect of the Right to Life and Dignity under Article 21, with strong support from Articles 15(3), 39(e), and 42. Emphasizing bodily autonomy and reproductive hygiene, the Court directed the State Government to issue strict guidelines ensuring the uniform implementation of the policy which mandates one day of paid menstrual leave per month (up to 12 days annually) for eligible women employees across both the organized and unorganized sectors, pending the formal enactment of the Karnataka Menstrual Leave and Hygiene Bill, 2025.

Environmental Laws Updates

Extended Producer Responsibility (“EPR”) Portal Launched

In February 2026 the Central Pollution Control Board (“CPCB”) has launched a Common EPR Portal in order to centralize EPR compliances. This portal integrates plastic waste, e-waste, battery waste, tyre waste, used oil, construction and demolition waste and non-ferrous scrap into a singular portal that uses Single Sign-On access. This step is undertaken to replace multiple standalone credentials. Existing EPR portals are scheduled to be discontinued starting from 28 June 2026. Further, CPCB plans to phase out individual systems, consolidating all Extended Producer Responsibility functions into the common portal and migrating all trading certificate transactions to this single platform.

Consumer Law Updates

Consumer Forums Retain Jurisdiction Over Arbitration

On 04 June 2026, the Supreme Court of India in T.K.A. Padmanabhan v. Abhiyan Cooperative Group Housing Society Ltd. [Civil Appeal No(s). 10724/2016] ruled that private arbitration clauses cannot automatically strip consumer forums of their jurisdiction. The Court emphasized that the Consumer Protection Act provides remedies in addition to, and not in place of, other existing laws. Consequently, once a consumer forum formally admits a complaint, its jurisdiction is established and cannot be overridden by contractual arbitration agreements.

Insolvency & Bankruptcy Code (“IBC”) Updates

Insolvency and Bankruptcy Code (Amendment) Act, 2026

The Parliament passed the Insolvency and Bankruptcy Code (Amendment) Bill 2026, notified on 06 April 2026, with implementing details issued via MCA notification on 22 May 2026. The amendment creates the Creditor-Initiated Insolvency Resolution Process (CIIRP), a debtor-in-possession route where company management continues to function but the Resolution Professional can veto board resolutions, with the process capped at 150 (one hundred and fifty days) plus a 45 (forty-five) day extension and requiring 66% (sixty-six per cent) Committee of Creditors approval. The NCLT may now consider only debt and default at the admission stage. A “security interest” must now arise from a contractual agreement rather than statutory operation of law, overturning the Rainbow Papers case that let government tax authorities claim secured-creditor status. Secured creditors are capped at the value of their actual security rather than their full debt and dissenting financial creditors must receive the lower of liquidation value or resolution value. Resolution applicants can now obtain CCI approval after Committee of Creditors sign-off but before NCLT submission, addressing the Hindustan National Glass case [(2025) 5 SCC 209] where a plan was rejected over pending clearances. The NCLT can approve a resolution plan’s implementation first and finalize creditor distribution within thirty days, reducing delays from inter-creditor disputes. The amendment codifies the “clean slate principle,” protecting approved resolution plans from licence cancellations and extinguishing all prior claims against the company.

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