Friday, October 17, 2025

MCA Circular for extension of due date and Fee Relief on Annual Filings for FY 2024-25

The Ministry of Corporate Affairs (MCA) has issued General Circular No. 06/2025 dated 17th October 2025, granting companies relief from additional filing fees for annual returns and financial statements for FY 2024-25.

This relief comes in light of the new MCA-21 Version 3 e-forms (MGT-7, MGT-7A, AOC-4, AOC-4 CFS, AOC-4 NBFC, AOC-4 CFS NBFC, AOC-4 XBRL), giving companies extra time to familiarize themselves with the updated filing process.

Key Highlights

  • Extended Filing Window: Companies can file annual returns and financial statements till 31st December 2025 without incurring additional fees.

  • No Extension for AGMs: Statutory deadlines for holding Annual General Meetings remain unchanged. Non-compliance may attract legal action under the Companies Act, 2013.

  • Late Filings: Any submissions after 31st December 2025 will attract all applicable fees calculated from the original due date.

This circular provides financial relief for companies adapting to MCA-21 V3 but does not relax statutory compliance obligations. Companies should:

  • Review all revised e-forms thoroughly.

  • Ensure AGMs and required approvals are conducted on time.

  • Plan filings systematically to avoid last-minute errors.

For auditors and company secretaries, the circular highlights the importance of guiding companies on timely filings while leveraging the fee-relief window effectively.

Conclusion

The MCA’s fee-relief measure is a welcome ease-of-compliance initiative, allowing companies to transition smoothly to MCA-21 V3. While it reduces financial pressure, timely statutory compliance remains mandatory. Companies should use this period to ensure accurate, complete, and compliant filings.


Edit Log Compliance for SMEs: Why Hybrid Accounting is the Most Practical and Audit-Safe Approach

The Ministry of Corporate Affairs (MCA) has mandated the use of edit logs (audit trails) in accounting software for companies maintaining electronic books, effective from FY 2023–24. This requirement, introduced under Rule 3(1) & 3(5) of the Companies (Accounts) Rules, 2014, aims to enhance transparency, traceability, and integrity of financial records.

While large corporates leverage ERP or SAP systems with integrated audit-trail functionality, small and medium enterprises (SMEs) often operate with a hybrid accounting model, combining computerized ledgers with manual registers. Surprisingly, this approach is not only permissible but arguably the most practical and defensible method for SMEs to comply with MCA rules while safeguarding auditors.

Legal and Regulatory Context

  1. Companies: Every company maintaining electronic records must use software that automatically records changes (edit logs) in a non-disableable, auditable format.

  2. Auditor Reporting: Under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, auditors must report whether:

    • The software has an audit-trail feature.

    • The feature operated continuously throughout the year.

    • Logs are preserved in compliance with statutory retention norms.

  3. LLPs: Currently, LLPs are not mandated to maintain edit logs, but adoption is strongly recommended as a good governance practice.

Challenges for SMEs

Many SMEs do not have the resources to implement full-fledged ERPs. Common scenarios include:

  • Manual vouchers for petty cash, advances, or branch operations.

  • Partially computerized ledgers for sales, purchases, and GL accounts.

  • Year-end manual adjustments and reconciliations.

These mixed systems create ambiguity for audit compliance if not properly documented and reconciled.

Hybrid Accounting: The Optimal Approach

A structured hybrid model — computerized core ledgers with edit logs plus disciplined manual registers — offers multiple advantages:

AdvantageExplanation
ComplianceEdit logs in software cover key transactions; manual records supplement areas not digitalized.
Audit DefensibilityDual evidence (digital + manual) strengthens audit verification.
Operational PracticalityAvoids costly ERP implementation while maintaining compliance.
Internal ControlSegregation of duties in manual and digital processes reduces manipulation risk.
TraceabilityManual change registers complement digital logs for full transaction trail.

In practice, this hybrid approach has emerged as the most reliable and cost-effective solution for SMEs operating under MCA’s edit-log framework.

Practical Implementation Guidelines

A. Software and Digital Records

  • Use audit-log enabled software (e.g., Tally Prime Edit Log Edition, Busy, Marg).

  • Enable the audit trail feature and never disable it.

  • Export periodic logs (monthly/quarterly) and archive offline.

B. Manual Registers

  • Maintain signed, dated manual vouchers for petty cash, stock, and branch transactions.

  • Link manual entries to digital postings via a bridge statement.

  • Document all manual adjustments in a Change Register with reference to the transaction and authorizer.

C. Reconciliation and Review

  • Monthly reconciliations of bank, cash, debtors, creditors, and stock accounts.

  • Cross-verification of manual registers with computerized ledgers.

  • Periodic internal audits or peer reviews to validate edit-trail integrity.

D. Governance

  • Board/partners should adopt a formal Hybrid Accounting Policy, documenting the scope of manual vs. computerized records.

  • Maintain backups of edit logs and manual registers for at least 8 years (per Section 128(5)).

  • Train staff on maintaining accurate records and updating the change register.

Auditor Responsibilities

Auditors should:

  1. Verify software and audit-trail functionality.

  2. Test continuity of edit logs and user access controls.

  3. Examine reconciliations linking manual vouchers to digital entries.

  4. Obtain management representation confirming edit-trail compliance and manual register completeness.

  5. Include explicit comments in the audit report under Rule 11(g).

Sample Reporting Paragraph:

“As required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, we have reviewed whether the Company maintained accounting software with an audit-trail feature. Based on our procedures and evidence, we are satisfied that the feature operated continuously during the year, and manual registers have been properly maintained and reconciled with digital records.”

Best Practices for SMEs

  • Hybrid accounting: Core transactions computerized; supplementary transactions manual.

  • Documented change registers: Record every manual correction or adjustment.

  • Periodic reconciliation and review: Ensure consistency and detect discrepancies early.

  • Vendor attestations: Obtain confirmation that software edit-trail cannot be disabled.

  • Internal governance: Adopt SOPs, conduct staff training, and maintain board-approved policies.

This structured approach balances compliance, audit defensibility, and operational feasibility without requiring costly ERP implementation.

Conclusion

For SMEs and small companies, a well-governed hybrid accounting system is the most pragmatic solution under MCA’s edit-log mandate:

  • Digital integrity: Core ledgers with non-disableable audit logs.

  • Human verification: Manual registers for supporting transactions.

  • Audit-safe: Dual evidence ensures auditors can satisfy Rule 11(g) requirements.

  • Cost-effective: Avoids ERP implementation while maintaining statutory compliance.

By implementing a hybrid system with structured SOPs, reconciliations, and robust audit documentation, SMEs can meet legal requirements, strengthen internal controls, and safeguard auditors — all without the need for large-scale IT investments.


Thursday, October 16, 2025

MCA Annual Filings 2025: No Extension Yet for AOC-4 and MGT-7 — Statutory Deadlines Remain in Force

As of October 16, 2025, the Ministry of Corporate Affairs (MCA) has not announced any extension for filing key annual compliance forms such as AOC-4, MGT-7, MGT-7A, or other ROC returns for Financial Year 2024–25. All statutory deadlines therefore continue to apply as per the Companies Act, 2013.

Current Due Dates for FY 2024–25 (No Extension Announced)

FormParticularsStatutory Due DateExample (AGM on Sept 30, 2025)
AOC-4Filing of Financial StatementsWithin 30 days of AGMOctober 29–30, 2025
MGT-7 / MGT-7AFiling of Annual ReturnWithin 60 days of AGMNovember 28–29, 2025
AOC-4 (OPC)For One Person CompaniesWithin 180 days of financial year endSeptember 27, 2025

Companies are therefore advised to complete and submit their annual filings within these statutory timelines.

Only DIR-3 KYC Deadline Extended

The only extension currently granted by MCA pertains to DIR-3 KYC filings for directors.

ParticularsOriginal DeadlineExtension GrantedCircular Reference
DIR-3 KYC / KYC-WEBSeptember 30, 2025Extended to October 31, 2025 without late feeGeneral Circular No. 05/2025 dated October 15, 2025

This relief applies only to director KYC filings and not to company annual returns like AOC-4 or MGT-7.

ICSI Representation Seeking Extension

The Institute of Company Secretaries of India (ICSI), in its latest representation dated October 14, 2025, has formally requested the MCA Secretary to extend the filing deadlines for annual forms up to December 31, 2025 without additional fees.

Key Points of the Representation:

  • Forms Covered: AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS), MGT-7, and MGT-7A.

  • Extension Requested Till: December 31, 2025.

  • Reasons Cited:

    • Persistent technical glitches on the MCA-21 V3 portal.

    • Pre-scrutiny errors, SRN rejection, and form validation failures.

    • Ongoing challenges from V2 to V3 migration.

    • Difficulty in meeting deadlines during the festive season.

  • Additional Relief Sought: Waiver of additional fees for filings due between September 1 and December 31, 2025.

As of date, no official response or relaxation circular has been issued by the MCA on this request.

Historical Precedents of Extensions

MCA has, in previous years, provided similar relief in response to portal issues and stakeholder representations:

Financial YearFormExtended TillCircular Reference / Reason
2020–21AOC-4 till Feb 15, 2022; MGT-7 till Mar 30, 2022General Circular No. 22/2021Pandemic-related delays
2018–19AOC-4 till Nov 30, 2019; MGT-7 till Dec 31, 2019Festive and system issues
2025 (V3 Migration)13 e-forms relaxation till Aug 15, 2025General Circular No. 01/2025Technical transition (V2→V3)

Historically, such extensions have been announced in late October or early November, typically following professional body representations or widespread technical challenges.

Current Scenario and Likely Outcome

  • No Official Extension Yet: Despite multiple ICSI representations and acknowledged portal difficulties, MCA has not issued any new circular extending AOC-4 or MGT-7 deadlines.

  • Possibility of Extension: Based on precedent, a short extension (up to December 2025) remains reasonably possible, especially as the AOC-4 deadline (October 29–30) approaches.

  • Comparable Relief: The CBDT recently extended the tax audit report deadline to October 31, 2025, citing similar portal issues, which may influence MCA’s decision.

Recommendation

Until an official relaxation is announced, companies and professionals should proceed as per the statutory deadlines:

  • File AOC-4 by October 29–30, 2025 (or within 30 days of AGM).

  •  File MGT-7/MGT-7A by November 28–29, 2025 (or within 60 days of AGM).

  •  Continuously monitor the MCA website and General Circulars section for any last-minute updates.

Penalties for Non-Compliance

FormDelay Consequence
AOC-4₹100 per day of delay (no upper limit) + penalties under Section 137(3) of the Companies Act.
MGT-7 / MGT-7A₹100 per day of delay (no upper limit).
Company Officers / Directors



Penalty up to ₹1 lakh plus ₹5,000 per day (maximum ₹5 lakh).

Conclusion

As of October 16, 2025, no extension has been announced by the MCA for filing AOC-4 or MGT-7 for FY 2024–25.
While professional bodies have sought relaxation citing persistent MCA-21 V3 technical issues, companies must adhere to the statutory filing timelines unless an official circular grants relief.

Given past precedents and the current system challenges, an extension remains possible but not assured. Prudence demands that corporates complete and file their annual returns well before the due date to avoid additional fees and penalties.


When PMLA Meets Income-tax: Delhi High Court Affirms Criminal Restitution Overrides Fiscal Recovery

Introduction: The Emerging Jurisdictional Collision

India’s parallel enforcement frameworks — fiscal under the Income-tax Act, 1961 and penal under the Prevention of Money Laundering Act, 2002 (PMLA) — are increasingly intersecting in real estate frauds, financial scams, and corporate offences.
In many such cases, both the Income-tax Department and the Enforcement Directorate (ED) claim rights over the same property — one treating it as undisclosed income, the other as proceeds of crime.

The Delhi High Court in Asstt. CIT v. State [[2025] 178 taxmann.com 607 (Delhi)] has now drawn a decisive line between revenue recovery and criminal restitution, holding that:

PMLA’s claim over proceeds of crime overrides the Income-tax Department’s recovery rights, even if the property was seized in an income-tax search.

This ruling carries far-reaching lessons for ongoing and future disputes involving overlapping seizures under tax and PMLA proceedings.

Factual Matrix

  • ₹34.69 crore was seized from M/s Stockguru India during an Income-tax search under Section 132.

  • Simultaneously, the ED attached the same funds under PMLA Sections 5 & 8, alleging they were fraudulently collected from investors.

  • The Income-tax Department attempted to adjust the amount towards ₹345 crore in tax arrears under Sections 132B and 226(4).

  • The PMLA Special Court rejected the Department’s plea, which led to the High Court appeal.

The Core Question

When funds are attached under PMLA as proceeds of crime, can the Income-tax Department still appropriate them for tax recovery?

The Delhi High Court’s Verdict

The Court ruled against the Income-tax Department, holding that:

  • The seized funds were not “lawful income” but tainted proceeds, outside the scope of taxable income.

  • Restitution of victims under PMLA takes precedence over revenue recovery.

  • The PMLA, being a later and more specific statute with an overriding clause (Section 71), prevails over the Income-tax Act.

 “Until the criminal court determines the lawful ownership, fiscal recovery must wait.”

Judicial Logic and Statutory Matrix

ParameterIncome-tax Act, 1961PMLA, 2002Court’s Interpretation
Nature of jurisdictionCivil – fiscal recoveryPenal – proceeds of crimePenal jurisdiction prevails
Statutory objectiveRevenue collectionCrime deterrence & restitutionRestitution has higher public purpose
Overriding clauseSec. 226(4), 281BSec. 71Later and special statute prevails
Character of moneyUndisclosed incomeProceeds of crimeNot taxable till criminal legitimacy proven

Legal Reasoning and Doctrines Affirmed

  1. Illegality cannot generate tax liability:
    Funds obtained by deception are not “income” within Section 2(24); taxation cannot legitimise illegality.

  2. Doctrine of precedence of penal law:
    Where two special statutes overlap, the later statute with a superior purpose — here, criminal restitution — prevails (Solidaire India Ltd. v. Fairgrowth Financial Services Ltd., SC).

  3. Restitution first, revenue later:
    The PMLA framework is founded on victim protection and systemic restitution, not fiscal augmentation.

  4. No equity in illegality:
    The State cannot claim tax over property that must first be restored to its rightful victims.

Principle Evolved

“Fiscal enforcement cannot override criminal restitution.
The right to tax ends where the duty to restore begins.”

 Key Learnings for Ongoing & Future Cases

ScenarioGuidance Emerging from the Ruling
1. Parallel proceedings under PMLA and IT ActCoordinate with ED before issuing recovery orders; jurisdictional priority lies with PMLA.
2. Search/seizure overlapTax authorities cannot adjust assets under Section 132B if PMLA attachment exists.
3. Pending assessments on suspected fraud incomeAssess only after establishing that funds are lawfully earned income; otherwise, risk of annulment.
4. Asset disposal or refund under PMLAAny disposal by ITD before PMLA adjudication may be void.
5. Inter-agency communicationStronger coordination protocols needed between ED, CBDT, and CBI to avoid conflicting orders.

Policy and Compliance Perspective

This ruling underlines a jurisdictional discipline for enforcement agencies — ensuring that the State’s role as a restorative agent of justice precedes its role as a collector of revenue.
It calls for harmonised frameworks, possibly through inter-departmental MoUs or CBDT–ED coordination circulars, to avoid double attachments and conflicting recoveries in economic offences.

The Delhi High Court’s ruling crystallises a vital principle for modern enforcement in financial crimes:

Tax authorities cannot step into the shoes of victims to recover dues from criminal proceeds.
Fiscal sovereignty bows before criminal justice.

Citation:
Asstt. CIT v. State — [2025] 178 taxmann.com 607 (Delhi)
Bench: Justice Anup Jairam Bhambhani & Justice Purushaindra Kumar Kaurav
Date: 15 September 2025

MCA Compliance Calendar 2025: Key Filings, Extensions & Penalty Triggers for October–November

The Ministry of Corporate Affairs (MCA) has entered the most critical compliance phase of FY 2024–25, with multiple statutory filings scheduled between October and November 2025. Following the migration to the MCA V3 portal and the technical instability that continues to affect filings, it is imperative for companies, LLPs, and professionals to understand the confirmed extensions, pending representations, and penalty implications to ensure seamless statutory compliance.

Statutory Filing Deadlines — October–November 2025

October 2025 Filings

FormParticularsStatutory Due DatePenalty for Default
DIR-3 KYCKYC verification for all DIN holders as on 31 March 2025Extended to 31 Oct 2025 (Circular No. 05/2025 dated 15 Oct 2025)₹5,000 and DIN deactivation
ADT-1Auditor appointment within 15 days of AGM14 Oct 2025 (if AGM held 30 Sep 2025)12× standard filing fee
AOC-4 / AOC-4 XBRL / AOC-4 CFSFiling of financial statements29–30 Oct 2025₹100 per day; no upper limit
Form 8 (LLP)Statement of Account & Solvency30 Oct 2025₹100 per day
MGT-14Board resolutions for approval of accountsWithin 30 days of Board Meeting₹100 per day
MSME-1Half-yearly return (April–Sept 2025)31 Oct 2025Up to ₹3 lakh + imprisonment

November 2025 Filings

FormParticularsStatutory Due DatePenalty for Default
MGT-7 / MGT-7AAnnual Return28–29 Nov 2025₹100 per day; no upper limit
PAS-6Reconciliation of Share Capital Audit29 Nov 2025₹100 per day

Current Status of Extensions

Confirmed:

  • DIR-3 KYC — Extended till 31 October 2025, without additional fee.

Representations Pending (ICSI submission dated 14 October 2025):

  • Request to extend the due date for all annual forms — AOC-4, AOC-4 CFS, AOC-4 XBRL, AOC-4 NBFC, MGT-7, MGT-7A, ADT-1, DIR-12 — till 31 December 2025, without additional fees.

  • General waiver sought for forms due between 1 September and 31 December 2025, citing widespread technical difficulties post-MCA V3 migration.

As of 16 October 2025, MCA has not issued any further relaxation beyond the DIR-3 KYC extension.

MCA V3 Migration — Continuing Technical Disruptions

The transition from MCA V2 to MCA V3 (implemented on 14 July 2025) continues to pose operational difficulties for stakeholders:

  • Frequent portal downtime and login failures during peak load hours

  • Validation errors and rejections due to altered form formats

  • Mandatory upload of registered office photographs with GPS coordinates

  • DSC authentication mismatches and system freezes

The portal was non-operational from 9–13 July 2025 during migration, without any fee waiver or automatic extension for forms due in that period.

Penalty Structure — Key Statutory Consequences

FormDefaultPenalty / Consequence
AOC-4 (Financials)Late filing₹100 per day, no cap
Non-filing₹50,000 + ₹100/day (max ₹5 lakh)
MGT-7 (Annual Return)Late filing₹100 per day, no cap
Non-filing₹50,000 per company/officer (max ₹5 lakh)
DIR-3 KYCNon-filing₹5,000 + DIN deactivation
ADT-1 / DPT-3Late filing12× normal filing fee
MSME-1Non-filingUp to ₹3 lakh + imprisonment
Section 164(2)Non-filing of AOC-4/MGT-7 for 3 yearsDirector disqualification for 5 years

Possibility of Further Extensions

Based on current industry developments, a further extension is likely owing to:

  1. Persistent portal issues despite several rounds of technical updates.

  2. Formal ICSI representation with system log evidence.

  3. Precedent: CBDT extended the Tax Audit deadline to 31 October 2025.

  4. Festival and holiday season impacting audit and filing work.

  5. Past practice: MCA granted similar relaxations during earlier transitions (FY 2021–22, FY 2022–23).

However, until officially notified, professionals must assume original deadlines prevail and plan filings accordingly.

Professional Compliance Strategy

Immediate Priorities:

  • File DIR-3 KYC by 31 October 2025 – confirmed extension.

  • Prepare AOC-4 filings now; avoid reliance on speculative extension.

  • Target MGT-7/MGT-7A completion by 28–29 November 2025.

  • Monitor MCA Circulars daily through the official portal and professional bodies (ICSI, ICAI, ICMAI).

  • Avoid last-day uploads — system congestion on V3 can cause repeated rejections.

Operational Best Practices:

  • Keep registered office photographs with GPS details ready (mandatory in V3).

  • Ensure DSC of signatory matches the director shown in the photograph.

  • Conduct pre-validation of all e-forms before submission.

  • Apply for AGM extension if required — subject to ROC discretion.

  • File early to avoid the ₹100 per day penalty with no upper limit.

Concluding Note

As of mid-October 2025, the only confirmed relaxation from MCA is the extension of DIR-3 KYC till 31 October 2025. No relief has yet been notified for AOC-4 or MGT-7, despite strong professional representations and technical challenges.

Given the MCA V3 transition issues, companies and professionals must maintain proactive compliance discipline. Delayed filings can attract cumulative penalties and even director disqualification under Section 164(2).

Until further circulars are issued, the guiding principle remains clear —

“File on time, file early, and file right — compliance delayed is compliance denied.”


 


Wednesday, October 15, 2025

MCD Property Tax Amnesty Extended Till December 31 — Fiscal Reform, Legal Intent, and Governance by Trust

Extension with Purpose

The Municipal Corporation of Delhi (MCD) has extended its one-time Property Tax Amnesty Scheme 2025–26, Sampattikar Niptaan Yojana (SUNIYO), till December 31, 2025, following what the Mayor termed an “overwhelming public response.”

While all terms remain unchanged, a 2% late fee now applies to principal tax payments made between October and December.
The move reflects a clear intent — to deepen voluntary compliance through extended trust, not coercion.

Scheme Snapshot — Relief with Responsibility

ComponentDetails
CoverageArrears prior to FY 2020–21
Benefit100% waiver of interest and penalties
ConditionPayment of principal tax for FY 2020–21 to 2024–25 and current year FY 2025–26
Late Fee (Oct–Dec)2% on principal tax

The message is simple: Pay your principal dues, earn full waiver of penalties.
SUNIYO redefines compliance — not as compulsion, but as a fair partnership between citizen and city.

The Fiscal Impact — Compliance Is Paying Dividends

As of September 23, 2025, MCD’s collections stood at ₹2,111.63 crore from 11.63 lakh taxpayers, including 1.16 lakh through SUNIYO — a 22.5% jump in revenue and 18% growth in the taxpayer base over last year.

This marks a shift from punitive enforcement to behavioural compliance.
Citizens respond when governance signals fairness and clarity.

Legal and Governance Rationale

SUNIYO draws statutory backing from the Delhi Municipal Corporation Act, 1957

  • Section 113A: Power to grant rebates/remissions;

  • Section 482: Power to frame settlement schemes in public interest.

Legally, it satisfies the test of reasonableness and uniform applicability under Article 14 of the Constitution.
Governance-wise, it demonstrates that fiscal amnesty, when transparent and time-bound, can be a tool of reform — not leniency.

Fiscal Design Thinking — The Policy Logic

  • Economic Rationalization: Converts dormant arrears into active revenue without litigation.

  • Behavioural Nudge: Waiver of penalties triggers loss aversion response, encouraging compliance.

  • Tech Transparency: The Property Tax Management System (PTMS) ensures real-time reconciliation and audit trails, enhancing public confidence.

This is governance with method — a blend of policy psychology and digital discipline.

The Governance Duality — Tax and Trust

Ironically, the same MCD House session saw AAP councillors protesting against rising malaria and dengue cases.
The parallel is striking: fiscal credibility must translate into civic accountability.

Tax compliance endures only when citizens see visible dividends in sanitation, safety, and health.
Fiscal intent and service delivery must move in tandem — one without the other is unsustainable governance.

Professional Perspective — Beyond the Waiver

Professional ConcernKey Insight
Data accuracyReconcile property records before payment to avoid mismatched credits.
Equity gapReward consistent taxpayers in future for balanced compliance perception.
Post-scheme disciplineStrong recovery from non-participants is vital for credibility.

For CAs, lawyers, and consultants, SUNIYO sets a reference model for municipal settlements — law-backed, time-bound, and digitally traceable.

The Larger Fiscal Message

SUNIYO is not an amnesty; it is a trust compact.
When law, technology, and empathy align, compliance becomes a civic culture — not a compulsion.

Delhi’s experience offers a template for Indian urban governance:
From revenue extraction to relationship-based compliance, anchored in clarity, fairness, and digital auditability.

Conclusion — Fiscal Reform Rooted in Trust

By extending SUNIYO till December 31, the MCD has done more than buy time —
it has reaffirmed a principle:

Cities thrive not when taxes are collected, but when citizens believe their taxes build something lasting.

If supported by stronger service delivery and digital governance, SUNIYO could emerge as India’s model for ethical municipal amnesty — compliance by trust, not threat.


Filing a Rectified Refund Application Under Rule 90(3) Is Not a Fresh Claim — Gujarat High Court Clarifies

In a recent landmark decision, the Gujarat High Court has clarified that a rectified refund application filed after a deficiency memo under Rule 90(3) of the CGST Rules, 2017 cannot be treated as a fresh refund claim. Instead, it is a continuation of the original claim filed within the statutory limitation period.

The case of M/s VARIDHI COTSPIN PRIVATE LIMITED v. Union of India & Ors. (07.10.2025) involved a refund claim under Section 54 of the CGST Act, 2017 for unutilized input tax credit (ITC) on zero-rated supplies made without payment of tax.

  • The original refund application was filed within the prescribed two-year limitation period.

  • The proper officer issued a deficiency memo (Form GST RFD-03) highlighting discrepancies and requiring the taxpayer to submit a rectified application.

  • The taxpayer complied and filed the rectified refund application.

The department, however, rejected the rectified application, arguing it was filed after the limitation period, treating it as a new refund claim.

Issue

Whether a rectified refund application filed under Rule 90(3):

  1. Should be treated as a continuation of the original timely claim, or

  2. Is a fresh application subject to the limitation period under Section 54(1).

Court’s Observations

The Gujarat High Court provided clarity on the interplay between limitation and rectification:

  1. Deficiency Memo Does Not Extinguish Rights:
    The issuance of a deficiency memo points only to technical or procedural defects and does not extinguish the taxpayer’s substantive right to claim a refund.

  2. Rectified Claim Relates Back:
    The rectified refund application relates back to the date of the original claim, which was filed within time. Limitation ceases to run once the original claim is submitted.

  3. Purpose of Rule 90(3):
    Treating a rectified claim as a fresh application would defeat the purpose of Rule 90(3), which enables taxpayers to correct procedural errors without losing their substantive rights.

Decision

The Court held that:

  • A rectified refund application is not a fresh claim.

  • The rejection by the department was quashed.

  • The department was directed to process the refund on merits.

Key Takeaways for Taxpayers

  • File timely: Always ensure the original refund application is submitted within the limitation period.

  • Address deficiencies promptly: Rectifying errors under Rule 90(3) does not restart the limitation period.

  • Substantive rights protected: Taxpayers cannot be penalized for procedural defects highlighted by the department.

  • Practical insight: This ruling reinforces that rectifications are procedural; substantive claims remain protected.

Case Citation:
M/s VARIDHI COTSPIN PRIVATE LIMITED v. Union of India & Ors., Gujarat High Court, dated 07.10.2025

Composite GST SCN or Order for Multiple Tax Periods Impermissible: AP High Court Upholds Taxpayer Rights

Case: S.J. Constructions vs. Assistant Commissioner
Citation: [2025] 178 taxmann.com 570 (AP & Telangana HC)
Date of Judgment: 17 September 2025
Bench: Justice R. Raghunandan Rao & Justice T.C.D. Sekhar

A recurring controversy in GST adjudication has been the issuance of composite show cause notices (SCNs) and combined assessment orders covering multiple tax periods. Taxpayers have consistently argued that such composite proceedings violate the statutory design of period-wise adjudication and infringe their rights to independent appeal, rectification, and waiver.

In a significant ruling, the Andhra Pradesh High Court in S.J. Constructions vs. Assistant Commissioner has held that each tax period under GST is a distinct adjudicatory unit, and that composite notices or orders for multiple years are legally impermissible.

Facts and Grounds

The petitioners were subjected to assessment orders covering the tax periods 2017–18 to 2021–22 under both the APGST and CGST Acts. They challenged these orders primarily on two grounds:

  • The orders were unsigned and lacked a Document Identification Number (DIN); and

  • The authorities had clubbed several financial years together through common show cause notices and composite assessment orders, depriving the petitioners of distinct statutory remedies.

Court’s Analysis

The High Court examined the legal framework under the Central Goods and Services Tax Act, 2017 and the Andhra Pradesh Goods and Services Tax Act, 2017, with particular reference to:

  • Section 73 – Determination of tax not involving fraud;

  • Section 74 – Determination of tax involving fraud;

  • Section 107 – Appeal to Appellate Authority; and

  • Section 128 – Power to waive penalty or late fee.

It observed that both statutes are built upon the concept of distinct tax periods—each month or year being a separate unit for liability, adjudication, and appeal.

Accordingly, a single show cause notice or assessment order cannot validly cover multiple tax periods, as doing so would prejudice the taxpayer’s statutory rights, including the right to appeal and to seek relief under Section 128.

Judicial Finding

“A single show cause notice or a composite assessment order cannot be passed in relation to more than one tax period—whether monthly or annual—once the due date for filing the annual return has reached. Any such composite action would adversely affect the registered person’s right to appeal and to seek benefit under Section 128.”

The Court therefore set aside the impugned composite orders, granting liberty to the Department to initiate fresh proceedings separately for each assessment year.

Professional Insight

This ruling affirms that procedural discipline in GST is not a mere formality but a statutory safeguard. The law envisages period-specific adjudication for clear reasons — to preserve accuracy, transparency, and remedy.

A composite order, by collapsing several tax years into one, can distort turnover computations, deny year-wise defenses (like ITC reconciliations or exemptions), and restrict appellate or condonation rights that operate independently per period.

For the Department, the verdict serves as a compliance compass — to ensure that every show cause notice and order respects the unit-wise structure of the Act.
For taxpayers and professionals, it provides a strong legal precedent to challenge any consolidated or overlapping GST orders.

Conclusion

The S.J. Constructions judgment restores the fundamental equilibrium between administrative efficiency and taxpayer justice.
By insisting that each tax period must be adjudicated on its own merit, the Andhra Pradesh High Court has reinforced both the legislative intent and procedural fairness of the GST regime — ensuring that speed in enforcement never eclipses the taxpayer’s right to due process.


Tuesday, October 14, 2025

Foreign Source Exclusion under Section 9(1)(vii)(b): Judicial Trends, Compliance Strategies

Section 9(1)(vii)(b) — The True Scope of “Foreign Source” Exclusion: A Judicial and Doctrinal Analysis

The Cross-Border Grey Zone

When an Indian company pays fees for technical or consultancy services (FTS) to a non-resident, the first instinct is to examine Section 9(1)(vii) of the Income-tax Act, 1961.
This provision deems such income to accrue or arise in India if the payer is resident.

Yet Parliament consciously introduced a carve-out — the foreign source exclusion — under Section 9(1)(vii)(b):

“Provided that nothing contained in this clause shall apply where the fees are payable in respect of services utilized in a business or profession carried on by such person outside India or for the purposes of making or earning any income from any source outside India.”

This single proviso is a lifeline for Indian enterprises globalizing their operations, and also one of the most frequently misapplied clauses by tax authorities.

Legislative Intent and the Territorial Nexus Doctrine

The deeming fiction under Section 9(1)(vii) was enacted to tax income where the source of payment lies in India, even when services are performed abroad.
However, the foreign source exclusion acts as a constitutional restraint — preserving the territorial nexus principle affirmed by the Supreme Court in GVK Industries Ltd. v. ITO (2015) 371 ITR 453 (SC).

India’s taxation power extends only to income with a real connection to its territory. The exclusion thus prevents extraterritorial overreach and aligns with the source-based taxation model recognized in OECD commentary.

Judicial Evolution — Divergent Interpretations

Over time, courts have taken two distinct approaches while interpreting the exclusion:

A. Restrictive Line

  • Havells India Ltd. v. DCIT (2012) 208 Taxman 254 (Del)

  • Shriram Capital Ltd. v. DCIT (2021) Chennai ITAT

In these rulings, the exclusion was denied because the foreign business was not “carried on” abroad in the year of payment, or the services had a remote or preparatory connection with export activities.
Authorities reasoned that a resident payer automatically triggers taxability unless a real, ongoing foreign business exists — effectively nullifying the benefit intended by Parliament.

B. Liberal / Purposive Line

  • Motif India Infotech (P) Ltd. v. DCIT (2010) 38 SOT 505 (Ahd)

  • Hofincons Infotech & Industrial Services (P) Ltd. v. ITO (2013) 33 taxmann.com 249 (Chennai)

  • QAI India Ltd. v. ACIT (2018) 95 taxmann.com 193 (Del HC)

  • Bajaj Hindustan Ltd. v. ACIT (2015) ITA No. 1981/Mum/2010

Here, courts upheld the exclusion when the ultimate benefit of services accrued to a foreign project, client, or source, even if the contract or payment originated in India.
The decisive test was “where the benefit is consumed, not where the cheque is signed.”

Comparative Judicial Summary

Judicial ApproachKey CasesPrinciple EvolvedImplication for Taxpayers
RestrictiveHavells India Ltd. (Del HC); Shriram Capital Ltd. (Chennai ITAT)Source linked to Indian control or domestic business presenceFTS taxable even for preparatory foreign projects
Liberal / PurposiveMotif India Infotech (Ahd ITAT); Hofincons Infotech (Chennai ITAT); QAI India Ltd. (Del HC); Bajaj Hindustan Ltd. (Mum ITAT)Focus on utilization and benefit abroadStrengthens defense for export-oriented or foreign client-linked services

Analytical Insight — The Compliance Dimension

Most disputes arise from documentation lapses rather than substantive misinterpretation.
To successfully claim the exclusion, taxpayers should demonstrate:

  1. Foreign Utilization Evidence — Contracts, client correspondence, or project documentation proving services were for overseas clients or projects.

  2. Revenue Linkage — Invoices or financial statements showing income earned or to be earned from an identifiable foreign source.

  3. Purpose Test — Clear board resolution or business note linking the service payment to an overseas expansion, bid, or assignment.

  4. Form 15CB / 15CA Documentation — Correct characterization of FTS vis-à-vis DTAA to avoid TDS mismatches and 37BA credit disputes.

Without these, even legitimate foreign-linked services risk being taxed domestically.

Interplay with DTAA

Where a Double Taxation Avoidance Agreement (DTAA) applies, Article 12 (Fees for Technical Services) usually restricts taxation to the recipient’s residence country unless services are made available or performed through a PE in India.
If the DTAA condition is more beneficial, Section 90(2) allows it to override domestic law — further reinforcing the foreign source exclusion.

Policy and Practical Perspective

As India aspires to be a global service hub, interpreting Section 9(1)(vii)(b) narrowly undermines competitiveness and deters cross-border collaborations.
The clause was meant to facilitate outward service integration, not penalize it.

A balanced interpretation — one that respects both revenue protection and global business realities — is essential.
Until legislative clarification or Supreme Court guidance settles the divergence, the safest course for professionals is:

  • Substantive justification (why the service benefits a foreign source),

  • Procedural compliance (Form 15CB/15CA with adequate reasoning), and

  • Preservation of contemporaneous evidence.

These three together form the “holy trinity of cross-border tax certainty.”

Conclusion

Section 9(1)(vii)(b) is not an escape clause; it is a deliberate policy instrument to ensure that India taxes only what truly belongs to its economy.
Courts that uphold its purposive reading reaffirm not only legislative intent but also India’s credibility as a jurisdiction that honours global tax principles.

In essence: The exclusion must be interpreted through the prism of economic benefit — where the service lives, not where it is born.