1) The Ministry of Corporate Affairs (MCA) has introduced significant changes to the DIR-3 KYC compliance framework with the objective of simplifying regulatory requirements and enhancing ease of compliance for Directors.
- Directors holding a DIN as on 31st March of a financial year shall now be required to file Form DIR-3 KYC Web once every third consecutive financial year, on or before 30th June.
- Any change in a Director’s mobile number, email ID, or residential address must be updated within 30 days through DIR-3 KYC Web along with the prescribed fee under the Companies (Registration Offices and Fees) Rules, 2014.
- Form DIR-3-KYC and DIR-3- KYC-Web has been substituted with Form DIR-3 KYC Web.
- These amendments shall come into force from 31st March 2026, vide Notification No. G.S.R. 943(E) dated 31st December, 2025.
- Any pending DIR-3 KYC web or DIR-3 KYC Eforms currently in ‘Draft/pending’ or ‘Pending for DSC upload and payment’ status would be marked under ‘Cancelled’ status and stakeholders are requested to file new DIR-3 KYC web form effective from 31st March 2026.
- These measures aim to strengthen corporate governance while reducing repetitive compliance burden for directors.
2) In exercise of the powers conferred by section 133 read with section 469 of the Companies Act, 2013, the Central Government, in consultation with the National Financial Reporting Authority constituted under section 132 of the said Act, hereby makes the following rules to amend the Companies (Accounting Standards) Rules,2021 to Companies (Accounting Standards) Amendment Rules, 2026.
3) In the Companies (Accounting Standards) Rules, 2021, in the Annexure, under the heading B following paragraph shall be inserted – “2A. This Standard applies to taxes on income arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the Organisation for Economic Co-operation and Development (OECD), including tax law that implements qualified domestic minimum top-up taxes described in those rules. Such tax law, and the taxes on income arising from it, are hereafter referred to as ‘Pillar Two legislation’ and ‘Pillar Two income taxes. As an exception to the requirements in this Standard, an enterprise should neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.”
Recent Company Law Cases
1. L&T Finance Ltd. v. Tikona Infinet Pvt. Ltd. (NCLT Mumbai, 2025)
Facts: L&T Finance filed an insolvency petition against Tikona Infinet Pvt. Ltd. for default in payment of coupon amounts on Compulsorily Convertible Debentures (CCDs). Tikona argued that CCDs are hybrid instruments and intended for conversion into equity, not repayment like traditional debt.
Ruling: The NCLT admitted the petition, holding that CCDs qualify as a financial debt under Section 5(8) of the IBC when there exists a binding obligation to pay coupon/interest until conversion.
Implication:
- Establishes that CCDs, though hybrid, carry debt-like obligations until conversion.
- Reinforces the principle that failure to service coupon obligations can trigger CIRP (Corporate Insolvency Resolution Process).
- Strengthens creditor protection against defaulting issuers of hybrid instruments.
2. Canara Bank v. ARS Energy Pvt. Ltd. (NCLT Chennai, 2025)
Facts: ARS Energy resisted insolvency proceedings initiated by Canara Bank, citing force majeure due to COVID-19 disruptions and global coal price volatility.
Ruling: The NCLT rejected the defense, clarifying that market disruptions or external events do not excuse a company from debt obligations unless contractually provided. The tribunal relied on loan agreements and RBI’s classification of NPAs to admit the Section 7 petition.
Implication:
- Reaffirms that IBC proceedings are document-driven and not swayed by external market disruptions.
- Force majeure cannot dilute statutory obligations under financial contracts.
- Provides certainty for lenders that repayment defaults cannot be excused by broad economic arguments.
3. T.P. Anil Kumar v. Indus Motor Company Pvt. Ltd. (NCLT Kochi, 2025)
Facts: A dispute arose over whether WhatsApp messages and informal digital communications could be considered valid notice for Board/General Meetings.
Ruling: The NCLT held that WhatsApp and similar services do not qualify as valid notices under the Companies Act. Statutory provisions require written notices through recognized modes (post, email, courier, or hand delivery).
Implication:
- Clarifies that informal messaging apps are not substitutes for statutory compliance.
- Prevents disputes arising from unverifiable or manipulated digital communications.
- Directs companies to follow formal processes to ensure corporate actions are legally valid.
4. Piyush Natvarlal Patel v. Delta Hitech Coatings Pvt. Ltd. (NCLT Ahmedabad, 2025)
Facts: A director challenged a notice for his removal under Section 169 of the Companies Act and sought NCLT intervention.
Ruling: The NCLT declined jurisdiction, holding that it cannot quash notices for director removal. The tribunal emphasized that shareholders hold the statutory power to remove directors, and the NCLT’s role is limited to ensuring procedural compliance.
Implication:
- Reinforces the principle of shareholder democracy in director appointments/removals.
- Limits judicial interference in internal company management unless statutory violations exist.
- Provides clarity to boards and shareholders regarding the tribunal’s scope.
