Year-End Accounts Closure for FY 2025–26: Vendor Documents, MSME Compliance, and Form 3CD Obligations

By CA Surekha Ahuja

As Financial Year 2025–26 has closed on 31 March 2026, businesses are now required to complete their year-end accounting closure, statutory audit preparation, and tax audit documentation. A critical and frequently overlooked step in this process is obtaining specific confirmations and declarations from all vendors and service providers before 30 June 2026.

This post sets out the five documents required from every vendor, the legal basis for each, and the Form 3CD (Tax Audit Report) clauses that are directly triggered — applicable to all businesses subject to Tax Audit under Section 44AB of the Income Tax Act, 1961.

Why This Is a Statutory Requirement — Not a Formality

Under the Income Tax Act, 1961, and the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, the accuracy and external verifiability of your creditor balances and vendor transactions are directly linked to your tax liability, audit opinion, and compliance standing. Standard on Auditing SA 505 (External Confirmations) further mandates that statutory auditors obtain independent confirmation of material balances from third parties.

Failure to collect these documents exposes businesses to:

• Disallowance of expenses under Sections 43B(h), 40A(3), and 40(a)(ia)
• Penalty under Sections 271D and 271E for cash transaction violations
• Modified or qualified Statutory Audit Opinion
• Adverse remarks in the Tax Audit Report (Form 3CD)

Document 1 — Statement of Accounts as at 31/03/2026

Particulars	Details
Document Required	Statement of all transactions for FY 2025–26 and closing balance as at 31 March 2026, duly confirmed and signed by the vendor
Why Required	Enables ledger reconciliation between your books and the vendor's records. Unreconciled differences constitute a qualification risk in the statutory audit
Auditing Standard	SA 505 — External Confirmations
Form 3CD Clause	Clause 26 — Outstanding liabilities; Clause 44 — GST-registered vs unregistered vendor classification
Section — IT Act	Section 145 — Method of accounting must be verifiable from external sources

Document 2 — Balance Confirmation Letter

Particulars	Details
Document Required	Formal written confirmation of the closing balance as at 31/03/2026, stamped and signed on vendor's letterhead
Why Required	Standard audit evidence requirement. Without balance confirmations for material creditor balances, the auditor may be unable to express an unmodified opinion
Auditing Standard	SA 505 — External Confirmations (mandatory procedure for significant balances)
Form 3CD Clause	Clause 26 — Creditor balance verification
Section — IT Act	Section 145 — Accuracy of closing balances

Document 3 — MSME Declaration

Particulars	Details
Document Required	Self-declaration by the vendor of their MSME registration status (Micro / Small / Medium / Not Registered), signed on vendor letterhead
Why Required	Under Section 43B(h), amounts due to Micro and Small Enterprises unpaid beyond the statutory credit period are disallowed as a deduction in the year of accrual. Without this declaration, the buyer cannot determine their exposure
MSMED Act	Section 15 — Buyer's obligation to make payment within agreed/statutory credit period
Form 3CD Clause	Clause 26(B) — Specifically introduced from AY 2024–25; auditor must disclose amounts due to Micro/Small Enterprises beyond credit period and compute disallowance under Section 43B(h)
Section — IT Act	Section 43B(h) — Deduction allowed only on actual payment within credit period

Note: Clause 26(B) in Form 3CD was inserted with effect from Assessment Year 2024–25. It is fully operative for AY 2026–27 (FY 2025–26) and requires the tax auditor to make a specific disclosure of all MSME dues, the credit period applicable, amounts paid within time, and amounts outstanding beyond the credit period.

Document 4 — Udyam Registration Certificate

Particulars	Details
Document Required	Current Udyam Registration Certificate of the vendor for FY 2026–27, if the vendor is MSME-registered
Why Required	Determines vendor's classification as Micro, Small, or Medium Enterprise. Section 43B(h) disallowance applies only to Micro and Small — not Medium. The applicable credit period (15 days or 45 days) is also determined by this classification
MSMED Act	Section 2(e), 2(f), 2(g) — Definitions of Micro, Small, and Medium Enterprises
Form 3CD Clause	Clause 26(B)(ii) — Requires vendor-wise disclosure of Udyam Registration details for MSME creditors
Credit Period	15 days — where no written agreement; 45 days — maximum permissible under any written agreement

Document 5 — TDS Certificate (Form 16A)

Particulars	Details
Document Required	Form 16A for the period 01/01/2026 to 31/03/2026 (Q4 FY 2025–26), wherever TDS has been deducted at source on payments to the vendor
Why Required	Required to reconcile TDS deducted in your books against credits appearing in the vendor's Form 26AS and Annual Information Statement (AIS). Discrepancies are a common trigger for income tax notices
Section — IT Act	Section 203 — Obligation of the deductor to issue TDS certificate; Section 203AA — 26AS reconciliation
Form 3CD Clause	Clause 34(b) — Auditor must verify TDS deducted at correct rates, deposited on time, and Form 16A issued; short/non-deduction results in 30% disallowance u/s 40(a)(ia)

Form 3CD — Complete Clause Map for FY 2025–26 (AY 2026–27)

Form 3CD Clause	Subject	Documents Triggered	Risk if Not Complied
Clause 21(d)	Cash payments exceeding ₹10,000 to a single vendor — Section 40A(3)	Statement of Accounts (Document 1) — for cross-verification of cash payments	100% disallowance of the payment amount
Clause 26	Outstanding creditor balances as at 31/03/2026	Document 1 (Statement of Accounts) + Document 2 (Balance Confirmation)	Modified audit opinion; adverse remark in Tax Audit Report
Clause 26(B)	Amounts due to Micro/Small Enterprises beyond credit period — Section 43B(h)	Document 3 (MSME Declaration) + Document 4 (Udyam Certificate)	Disallowance of outstanding amount; higher taxable income for AY 2026–27
Clause 31	Cash loans/deposits above ₹20,000 — Sections 269SS and 269T	Document 1 (Statement of Accounts) — for ledger verification	Penalty u/s 271D and 271E equal to full transaction amount
Clause 34(b)	TDS deducted and deposited on vendor payments	Document 5 (Form 16A) + 26AS/AIS reconciliation	30% disallowance u/s 40(a)(ia) for short or non-deduction
Clause 44	Break-up of expenditure — GST registered vs unregistered vendors	Document 1 (Statement of Accounts) — for GST registration status	ITC reversal; GST mismatch disputes

The Tax Audit Report under Section 44AB is due on 30 September 2026. The tax auditor cannot certify Clause 26(B) without the MSME declarations and Udyam Certificates for each creditor.

Action Required — Timelines

Action	Deadline
Dispatch vendor request letter (all 5 documents)	On or before 15 June 2026
Vendor response deadline	30 June 2026
Non-responding vendors to be classified as Non-MSME	After 30 June 2026
Income Tax Return — non-audit cases	31 July 2026
Tax Audit Report (Form 3CD) — Section 44AB	30 September 2026

Important: Businesses should maintain documentary evidence of every vendor communication sent. In the absence of a vendor response by 30 June 2026, the vendor may be treated as Non-MSME for the purpose of Form 3CD disclosure — but this protection is available only if the request was formally made and documented.

Section 125 Penalty Cannot Be Imposed Once Late Fee under Section 47 Is Paid: Madras HC

 By CA Surekha Ahuja

In a significant ruling on the scope of GST penalty provisions, the Hon'ble Madras High Court in SVR Developers v. Assistant Commissioner (FAC), Chennai (Order dated 15 April 2026) has held that penalty under Section 125 of the CGST Act, 2017 cannot be imposed where late fee under Section 47 has already been paid for delayed filing of GSTR-9.

The decision settles an important controversy that frequently arises in GST proceedings—whether the Department can invoke the residuary penalty provision under Section 125 when the statute itself has already prescribed a specific consequence for delayed return filing under Section 47.

The Court's answer is clear: No.

The Controversy

The assessee had filed GSTR-9 for FY 2018-19 beyond the prescribed due date.

The applicable late fee under Section 47 had already been paid.

The GST liability stood discharged.

There was no allegation of tax evasion, suppression of turnover, or loss of revenue.

Despite this, the Department sought to impose an additional penalty under Section 125 of the CGST Act.

The issue before the Court was whether a taxpayer could be subjected to both late fee under Section 47 and penalty under Section 125 for the same act of delayed filing.

What the Court Held

The Hon'ble High Court held that Section 125 is a residuary provision and can operate only where the Act does not prescribe a specific consequence for a particular default.

Delayed filing of returns is specifically governed by Section 47.

Once the legislature has prescribed the consequence for delayed filing through a specific provision, recourse cannot be taken to a general penalty provision for the same default.

The Court effectively reaffirmed the settled principle that:

A specific provision prevails over a general provision.

Consequently, penalty under Section 125 was held to be unsustainable where late fee under Section 47 had already been levied and paid.

Why the Judgment Matters

The ruling is important because Section 125 is often invoked mechanically in GST proceedings without examining whether another provision already addresses the alleged default.

The judgment reinforces three important principles:

First, a residuary penalty provision cannot override a specific statutory provision.

Second, one default should not ordinarily result in multiple penal consequences.

Third, penalty provisions must be interpreted strictly and in accordance with legislative intent.

The decision therefore strengthens certainty, proportionality, and fairness in GST administration.

Practical Impact for Taxpayers and Professionals

The judgment provides a strong defence in cases where:

• Penalty under Section 125 has been proposed despite payment of late fee under Section 47.
• Assessment proceedings involving delayed GSTR-9 filing are pending.
• Appeals against GST penalty orders are currently being pursued.
• Legacy GST disputes relating to FY 2017-18 onwards remain unresolved.

Chartered Accountants and GST practitioners should consider placing reliance on this ruling at the assessment stage itself to seek deletion of such penalties and avoid prolonged litigation.

Professional Insight

The significance of the SVR Developers ruling extends beyond delayed filing of GSTR-9.

It reiterates a broader principle applicable across tax laws:

Where the legislature has prescribed a specific consequence for a specific default, a general penalty provision cannot be invoked to impose an additional consequence for the same lapse.

The judgment is therefore likely to have persuasive value in other GST disputes involving overlapping penalty provisions and multiple consequences arising from a single default.

Conclusion

The Madras High Court has rightly clarified that Section 125 is a gap-filling provision and not a penalty of universal application.

Where late fee under Section 47 has already been paid for delayed filing of GSTR-9, penalty under Section 125 cannot ordinarily survive for the same default.

For taxpayers, the ruling offers meaningful protection against duplicative penalties.

For professionals, it provides a valuable litigation tool.

And for GST jurisprudence, it reaffirms a simple but important principle:

One default. One statutory consequence.

"When the GST law itself prescribes the consequence for delayed filing under Section 47, the residuary penalty under Section 125 has no further role to play."

June 2026 Compliance Calendar - Key regulatory due dates for Indian businesses & companies

BY Team at Sandeep Ahuja & Co 

Staying on top of your compliance obligations is essential to avoid penalties and maintain good standing with regulatory authorities. Here is your June 2026 Compliance Calendar — a comprehensive month-wise reference covering due dates under the GST Act, Income Tax Act, ESIC Act, EPF Act, Companies Act, FEMA, and DGFT regulations.

Whether you are a business owner, company secretary, or finance professional, this calendar will help you plan ahead and ensure all filings, payments, and returns are completed on time. Please note that due dates are subject to change based on official notifications or government extensions — always verify before filing.

S.No.	Particulars of Compliance	Form	Applicable Act	Due Date
1	Reporting of actual ECB transaction on monthly basis through AD Category-I bank within 7 working days	Form ECB-2	FEMA	09.06.2026
2	Filing of returns by registered persons with aggregate turnover exceeding ₹5 Crores during the previous year, and registered persons with aggregate turnover of less than ₹5 Crores who have opted for monthly filing of return	GSTR-1	GST	11.06.2026
3	Deposit of TDS/TCS deducted or collected in May 2026	TDS/TCS Challan	Income Tax Act	07.06.2026
4	Payment and filing of ESIC return for the month of May 2026	ESIC Challan	ESIC Act	15.06.2026
5	Payment and filing of PF return for the month of May 2026	ECR	EPF Act	15.06.2026
6	First instalment of advance tax for the Assessment Year 2027-28	Advance Tax	Income Tax Act	15.06.2026
7	GST return for the month of May 2026 for taxpayers with aggregate turnover up to ₹5 Crores during the previous year and taxpayers who have opted for monthly filing of GSTR-3B	GSTR-3B	GST	20.06.2026
8	Summary of outward supplies, ITC claimed, and net tax payable by taxpayers with aggregate turnover up to ₹5 Crores during the previous year and who have opted for quarterly filing of GSTR-3B, for specified states	GSTR-3B	GST	22.06.2026
9	Return of statutory compliance by Nidhi Companies	NDH-1	Companies Act	29.06.2026
10	Updation of Import and Export Code	IEC Code	DGFT / Foreign Trade Policy	30.06.2026
11	KYC for Directors	DIR-3 KYC / Web	Companies Act	30.06.2026
12	Return of deposit or particulars of transaction not considered as deposit or both as per Section 73 of the Act	DPT-3	Companies Act	30.06.2026

The Invisible Architecture That Sustains Family Businesses

 By CA Surekha Ahuja

Not every risk in a family business shows up in a financial statement. Some risks only become visible when it is already too late — and they begin with the quiet erosion of continuity.

Over decades, family businesses grow more sophisticated. Structures become layered, governance improves, professional advisors multiply. On the surface, everything appears stronger. Yet beneath this visible strength, something far more critical often begins to weaken — the continuity of understanding.

A retired professor once misplaced the key to a small wooden box. His son, an engineer, suggested the most efficient solution: break it open.

The professor paused. He called an old friend instead. When the friend arrived, they did not start with the problem. They spoke of the past — old routines, shared memories. Then the friend asked, almost casually: "You still keep important things inside dictionaries?"

Within minutes, the key was found. Nothing about the lock had changed. What made the difference was not technical expertise. It was familiarity.

Two foundations of every lasting enterprise

Every enduring family business is built on two parallel foundations — one that is documented and transferred, and one that rarely gets written down at all.

The visible foundation

Assets & ownership structures

Compliance & legal frameworks

Governance documentation

Financial records

The invisible foundation

Founder intent & original purpose

Relationship context

Judgment built over decades

The "why" behind key decisions

The first foundation is reviewed, audited, and passed on. The second — rarely. Yet it is this invisible layer that ultimately determines whether a business holds together across generations, or quietly fragments under the weight of decisions made without context.

What documentation cannot replace

Over time, every business accumulates decisions that were never formally recorded — not because they lacked importance, but because they were understood at the time. Why a particular structure was created despite its complexity. Why a certain relationship was preserved despite its cost. Why a conservative path was chosen when more aggressive options existed.

These were not purely technical decisions. They were human decisions, shaped by circumstances, relationships, and long-term thinking. When viewed without that context — by a new advisor, a successor, or an incoming professional — they frequently appear inefficient. And what appears inefficient is often the first to be changed.

"Two advisors may deliver similar outputs. But they do not operate with the same context — and context is not transferable overnight."

When change disconnects from continuity

The real risk is not change itself. It is change that is disconnected from continuity — when decisions are revisited without understanding their origin, when relationships are replaced without recognising their depth, when structures are altered without appreciating what they were designed to protect.

When this happens, the business does not fail immediately. It begins to lose coherence. Complexity increases — not because the business has weakened, but because its internal logic has been disturbed.

Continuity is often misunderstood as resistance to change. In reality, it is what allows evolution without disruption. It ensures that as form changes, meaning is retained — that as the business grows, the wisdom that built it is not quietly discarded.

In our work with family businesses, we have found that the most significant risks rarely appear in a balance sheet. They live in the gap between what is documented and what is understood — between what the structure says and what it was always meant to protect.

The engineer understood the lock. The friend understood the person. In a family business, both matter. But only one carries context.

Supreme Court Upholds 28% GST on Online Gaming Deposits —Changes for Players, Gaming Companies, and the Digital Economy

By CA Surekha Ahuja

Whether you are a player depositing money on a gaming app, a gaming business owner, an investor, a taxpayer, or a professional advising clients — the Supreme Court’s latest ruling on online gaming GST is a decision that changes the landscape significantly.

In the landmark DGGI v. Gameskraft Technologies Supreme Court Judgment, the Supreme Court has upheld the constitutional validity of 28% GST on the full amount deposited by players on online gaming platforms.

The ruling settles one of India’s most important GST disputes involving the online gaming industry and confirms Parliament’s power to levy GST not merely on platform revenue, but on the full face value of player deposits.

What Exactly Did the Supreme Court Decide?

In simple terms:  If a player deposits money on an online gaming platform — whether for fantasy sports, poker, rummy, or similar real-money games — the entire deposit amount attracts 28% GST.

Before October 2023, most gaming companies discharged GST only on their platform fee or Gross Gaming Revenue (GGR).

Illustratively:

• Player deposit: ₹1,000
• Platform earnings: ₹100
• Earlier GST liability: approximately ₹18

Under the amended framework now upheld by the Supreme Court:

• GST applies on the full ₹1,000 deposit
• GST liability becomes ₹280

The Court observed that for GST purposes, the key factor is not whether the underlying game involves “skill” or “chance”, but whether money is staked on an uncertain future outcome.

This effectively means that once real-money staking exists, the distinction between skill-based and chance-based games loses relevance for GST classification.

Why This Judgment Matters So Much

This ruling is far bigger than a routine tax dispute.

It fundamentally alters the economics of India’s real-money gaming sector.

Gaming platforms may now face situations where the GST payable on player deposits significantly exceeds their actual platform revenue from the transaction itself.

As a result, businesses may need to:

• redesign contest structures and recalibrate prize pools,
• revise platform commissions and restructure operating models,
• and reassess long-term sustainability.

For investors and startups, the judgment also becomes a major signal regarding how India intends to regulate and tax emerging digital industries.

India’s Position Compared Globally

Globally, most major gaming jurisdictions tax only Gross Gaming Revenue (GGR) — meaning the actual earnings retained by the platform.

India has now firmly adopted a “full deposit taxation” model.

Countries such as the United Kingdom, Malta, Singapore, Ireland, and the Netherlands generally levy gaming taxes only on platform revenue and often distinguish between skill-based and chance-based games.

India’s framework presently does not make that distinction for GST purposes once real-money staking is involved.

This makes India’s online gaming taxation structure among the most aggressive globally.

What Does This Mean for Players?

Importantly, individual players do not directly pay GST to the Government.

The tax liability remains on the gaming platform.

Further, the judgment does not make skill-based games illegal.

Games such as fantasy sports and rummy continue to retain their legal recognition under applicable gaming laws.

However, players may gradually experience indirect commercial changes such as:

• smaller prize pools,
• revised entry structures,
• higher platform charges,
• or modified contest formats.

The Supreme Court’s Larger Constitutional Message

One of the most significant aspects of the ruling is the Court’s reaffirmation of a core constitutional principle:

Courts do not rewrite tax policy merely because the economic impact appears severe.

The Supreme Court clarified that determining tax rates and valuation mechanisms falls within Parliament’s legislative domain, and unless constitutional limits are violated, courts ordinarily will not interfere.

The policy debate may continue. But the constitutional challenge now stands substantially settled.

What Should Gaming Businesses and Professionals Do Next?

The industry’s focus will now likely shift from litigation to adaptation.

Gaming businesses should immediately review:

• GST compliance systems,
• historical tax exposure,
• pending disputes,
• valuation methodologies,
• and future operating structures.

Tax professionals and advisors may also see increased demand for restructuring strategies,GST litigation assessment, cross-border advisory and financial provisioning analysis.

At the policy level, future industry discussions are now expected to move toward the GST Council and legislative forums rather than courts.

Final Thought

The Supreme Court has now answered the legal question with finality:

Can Parliament levy 28% GST on the full value of online gaming deposits?

The answer is yes.

What remains ahead is the larger economic and policy challenge — how India balances revenue interests, digital innovation, industry sustainability, investment confidence, and responsible gaming regulation in the years to come.

Case Reference: Directorate General of GST Intelligence Headquarters v. Gameskraft Technologies Private Limited, SLP(C) Nos. 19366–19369 of 2023, decided on May 27, 2026 by Justice J.B. Pardiwala and Justice R. Mahadevan.

“Do Not Reply” Tax Notices — Can Such Service Really Be Treated as Valid and can be challenged in Appeal

 By CA Surekha Ahuja

A serious natural justice battle is now emerging in India’s faceless tax regime.

Thousands of taxpayers are receiving scrutiny and penalty notices from:

donotreply@incometax.gov.in

And appellate forums may soon have to confront a critical question:

Can the Income Tax Department legally claim proper service of notice when the communication itself is designed to look ignorable?

The Law Permits Electronic Service — But That Is Not the End of the Matter

Section 282 of the Income-tax Act and Rule 127 recognise electronic service of notices through registered email IDs and e-filing systems.

Technically, the department may argue:

once the email reaches the registered inbox, service stands completed.

But Indian jurisprudence on natural justice goes far beyond technical dispatch.

Courts have repeatedly held that:

• opportunity of hearing must be real and meaningful,
• procedural compliance cannot become empty formality,
• and fairness cannot be sacrificed at the altar of technicality.

That principle becomes even more important in faceless proceedings.

The Real Controversy Is the Communication Design Itself

The issue is not merely the sender address.

The issue is the communication architecture.

Today, many actionable notices:

• come from automated “Do Not Reply” IDs,
• carry generic subject lines,
• resemble routine compliance alerts,
• and hide critical response deadlines inside PDF attachments.

The taxpayer often realises the seriousness only after opening what appears to be another background system-generated email.

And that is precisely where the appellate challenge begins.

The Emerging Legal Argument

The argument is becoming increasingly powerful:

a notice may be technically delivered, yet procedurally ineffective if the very structure of communication materially increases the likelihood of the notice being overlooked.

This becomes even stronger where:

• the assessee had already participated earlier,
• replies were already on record,
• yet the subsequent penalty-stage notice arrived through the same automated no-reply format.

Prior participation destroys the allegation of deliberate non-compliance and significantly strengthens the plea of:

• defective or ineffective service,
• denial of meaningful opportunity,
• procedural prejudice,
• and reasonable cause under Section 273B.

Judicial Principles Strongly Support the Challenge

Indian courts have consistently protected the doctrine of:

audi alteram partem — the right to a fair hearing.

The Supreme Court has repeatedly emphasised that natural justice is not a technical ritual but a substantive safeguard against arbitrary action.

Where procedural defects cause genuine prejudice, courts have not hesitated to strike down proceedings.

And in the faceless era, communication design itself has now become part of the hearing process.

Because in digital adjudication:

a notice hidden behind automated communication architecture may satisfy server records…

…and still fail the test of meaningful opportunity.

The Larger Constitutional Concern

Faceless assessment was introduced to increase:

• transparency,
• efficiency,
• and accountability.

But digitisation cannot dilute Article 14 fairness.

Technology may change the mode of service.

It cannot reduce the quality of hearing rights guaranteed under law.

And that may become one of the defining litigation issues of India’s faceless tax administration system.

The future question before appellate forums may no longer be merely whether a notice was sent…

…but whether it was reasonably designed to be noticed.

That Email From the Income Tax Department? It May Already Be in Your Spam.

 By CA Surekha Ahuja

Imagine this. A penalty order arrives. You never responded to the show cause notice. But you never saw the notice either — because it landed in your spam folder, looked like a routine system update, and you moved on with your day.

No warning. No second chance. No hearing.

This is not a worst-case scenario. This is what is happening to real taxpayers right now — and the reason is painfully simple to fix.

The Problem in One Line

The Income Tax Department sends legally actionable show cause notices — under sections 270A, 272A, and others — from donotreply@incometax.gov.in, with no deadline mentioned anywhere except inside a PDF attachment.

Gmail reads "do not reply" and quietly moves the email to Updates. Sometimes Promotions. Sometimes Spam. The taxpayer never opens it. The CA never sees it. The deadline passes silently. And then the penalty order arrives — without the taxpayer ever getting a real chance to explain.

The Fix Is One Line Long

Current subject line:

❌ [ITBA] Show Cause Notice u/s 270A of Income Tax Act 1961

No deadline. No urgency. Looks like a system-generated update that can wait.

What it should say:

✅ URGENT: Show Cause Notice u/s 270A – Response Due by 27.05.2026 by 11:00 AM

That is it. One line. No new technology. No legislation. Just a template change — that could save thousands of taxpayers from penalties they never deserved.

A Message for CBDT

A faceless system must also be a fair system. Sending a legally binding deadline inside a PDF, from a "do not reply" address, is not fair notice — it is a design failure dressed up as compliance.

If the department expects a response, the subject line must say so. Clearly. Every single time.

What You Must Do Right Now

• Check your spam and Updates tabs — there may be a notice sitting there today
• Log in to www.incometax.gov.in → e-Proceedings — the portal is the only reliable source of truth
• CAs: Set a weekly reminder to check e-Proceedings for every client, every week
• Business owners: Forward all incometax.gov.in emails to your CA the moment they arrive — do not wait to understand them first

A penalty order is not the end of the world — but it is always harder and costlier to fight than to prevent. Check the portal today.

SFT Form 61A on Share Issues – FY 2025-26 - Guide for Start-ups, Private Companies & 44AB Assessees

 By CA Surekha Ahuja

Statutory Due Date for FY 2025-26: 31 May 2026

Legal Backbone – Where SFT / Form 61A Fits

• Section 285BA of the Income-tax Act requires specified persons to furnish an annual Statement of Financial Transactions (SFT) or reportable accounts.
• Rule 114E prescribes:
  • reporting persons,
  • reportable transactions and thresholds, and
  • filing mechanism through Form 61A.
• Form 61A is filed electronically in XML format on the income-tax reporting portal as per the prescribed schema and validation rules.

For share issues, Rule 114E requires reporting where a company:

“Receives from any person an amount aggregating to ₹10 lakh or more in a financial year for acquiring its shares, including share application money.”

This provision brings:

• start-ups,
• closely-held companies,
• family-managed businesses, and
• promoter-driven funding structures

within the SFT reporting framework.

Snapshot Table – Share-Issue SFT for FY 2025-26

Head	What it means	Law / Rule	Transactions covered	What you must actually do
Concept	SFT / Form 61A is an annual electronic return of specified high-value transactions filed in XML.	Sec. 285BA, Rule 114E, Form 61A.	Share issues, high-value cash receipts, deposits, property, securities, etc.	Identify whether you qualify as a “company issuing shares” and/or “44AB assessee” under Rule 114E.
Purpose	Provide a PAN-wise transaction trail feeding AIS/TIS and risk analytics.	SFT + AIS/TIS framework.	Investor flows, cash sales, property and market transactions.	Focus on accurate reporting and reconciliation.
Due date FY 2025-26	SFT for FY 2025-26 (01.04.2025 to 31.03.2026) must be filed by 31.05.2026.	Sec. 285BA(2) read with Rule 114E.	All SFT codes, including share-issue SFT.	Treat 31 May as a hard cut-off.
Who is in scope (non-banks)	Companies issuing shares and certain 44AB assessees may also be covered.	Rule 114E reporting table.	Start-ups, private/closely-held companies, family businesses, professionals under 44AB.	Independently evaluate SFT applicability.
Share-issue SFT trigger	Reporting applies where receipts from one person towards acquisition of shares aggregate to ₹10 lakh or more during the FY.	Rule 114E share-issue entry.	Promoter funding, family rounds, angel/fund investments, ESOP trusts, group entities.	Compute investor-wise annual aggregates.
What is aggregated	Share capital + securities premium + share application money.	Rule 114E framework.	Credits to capital, premium and application money accounts.	Entire consideration is relevant for threshold testing.
Aggregation logic	Threshold applies per person, per financial year.	Rule 114E + Form 61A schema.	Multiple tranches, staggered rounds, repeated infusions.	Apply PAN-wise annual aggregation.
Data required	PAN, KYC, annual aggregate and transaction-wise details.	Form 61A Part B + XML schema.	Investors crossing ₹10 lakh threshold.	Maintain proper investor-wise documentation.
Penalty – late/non-filing	Daily penalty for delay/non-furnishing.	Sec. 271FA.	Reporting defaults.	Timely annual closure is critical.
Penalty – inaccurate filing	Penalty for inaccurate reporting not corrected.	Sec. 271FAA.	Wrong PANs, amounts or omitted investors.	Maintain review and correction controls.

Share-Issue SFT Test for FY 2025-26

Step 1 – Identify All Share-Subscription Persons

Identify every person who, during FY 2025-26, has paid money towards acquisition of shares, including:

• promoters, founders and directors,
• relatives and group entities,
• investment vehicles and ESOP trusts,
• angel investors, funds and AIFs,
• resident and non-resident subscribers.

Exclude:

• pure loans/ICDs without genuine share linkage, and
• business/trade receipts incorrectly parked as share money.

Step 2 – Compute Investor-Wise Aggregation

Aggregate all amounts forming part of share subscription during FY 2025-26, including:

• share capital,
• securities premium, and
• share application money, even if allotment occurs later.

Important points:

• share application money is generally tested in the year of receipt itself,
• refunded application money should be handled consistently with proper documentation.

The threshold is tested:

• investor-wise,
• PAN-wise, and
• on aggregate annual receipts.

Step 3 – Apply the ₹10 Lakh Threshold

Investor	Aggregate Receipts During FY 2025-26	Reporting Position
Promoter A	₹12 lakh	Reportable
Investor B	₹8 lakh	Not Reportable

Where aggregate annual receipts from a person are:

• below ₹10 lakh → no reporting,
• ₹10 lakh or more → mandatory reporting in Form 61A.

Form 61A – Core Reporting Requirements

Part A – Entity Details

Capture:

• reporting entity details,
• reporting period,
• statement type (Original / Correction / Nil),
• principal officer details.

Key check:

• correction statements must correctly quote the original statement reference.

Part B – Investor-Level Reporting

For each reportable investor, Form 61A generally captures:

• PAN and investor details,
• investor status,
• aggregate amount,
• receipt-wise transaction details,
• bank account reference,
• security description/ISIN wherever applicable.

Senior-level review should ensure:

• reconciliation with books and bank statements,
• consistency with PAS-3 / allotment records,
• correct threshold testing and PAN capture.

Filing Mechanics – Practical Process

1. Activate reporting profile and DSC under Section 285BA.
2. Download latest Form 61A schema/XSD and reporting utility.
3. Prepare investor-wise reporting sheet with PAN, aggregate amount and transaction details.
4. Populate Part A and Part B in the utility.
5. Validate data and generate XML.
6. Upload XML through Form 61A/SFT interface and submit using DSC.
7. Retain acknowledgement / Transaction ID and ensure status reflects “Accepted”.
8. Wherever defects arise, file correction statement quoting original statement reference.

Briefly – Cash-Receipt SFT for 44AB Assessees

Apart from share-issue reporting, certain persons liable to audit u/s 44AB may also be required to furnish SFT for specified cash receipts.

Broadly, reporting may apply where:

• cash consideration is received for sale of goods/services or professional receipts, and
• prescribed thresholds are crossed.

Only physical cash receipts are covered. Cheque, RTGS, NEFT, UPI and card receipts fall outside this specific reporting category.

Penalties & Risk – Beyond Bare Sections

• Section 271FA: Per-day penalty for delay/non-furnishing of SFT.
• Section 271FAA: Penalty for inaccurate reporting not corrected despite knowledge.
• Tax audit interaction: Form 3CD now specifically captures SFT-related disclosures.
• AIS/TIS integration: SFT data is independently matched with banking, registrar and other third-party information.

Accordingly, SFT on share issues is no longer merely a procedural filing. It now forms part of the wider capital-tracking and reporting framework within the tax ecosystem.

PLC Under GST- DLF Strikes Down Artificial Tax Segregation and Reasserts the True Doctrine of Composite Supply

 By CA Surekha Ahuja

Preferential Location Charges Under GST
DLF Strikes Down Artificial Tax Segregation and Reasserts the True Doctrine of Composite Supply

“A naturally bundled transaction cannot be converted into multiple taxable supplies merely because its components are separately priced.”

The ruling in DLF Limited v. Commissioner of CGST & Ors. is not merely a real estate judgment on Preferential Location Charges (PLC). It is a powerful reaffirmation of one of the core structural principles of the Central Goods and Services Tax Act, 2017 — GST must tax commercial reality, not artificial tax segmentation.

For several years, conflicting advance rulings and fragmented departmental interpretations attempted to carve out PLC as an independent taxable supply separate from construction service merely because separate charges appeared in agreements or invoices. The High Court has now decisively rejected that approach and restored doctrinal clarity to the law governing composite supply.

The judgment is therefore significant not only for developers and homebuyers, but for the larger evolution of GST jurisprudence itself, because it firmly re-establishes that naturally bundled supplies cannot be dissected into multiple taxable events in disregard of their true commercial character.

The Real Issue Was Never PLC — It Was Artificial Tax Fragmentation

Preferential Location Charges are additional amounts collected for units possessing preferred attributes such as:

• Higher floors
• Park-facing views
• Corner positioning
• Preferred tower locations
• Better orientation
• Proximity to amenities

However, commercially and economically, PLC has no independent existence outside the underlying construction transaction.

A purchaser never approaches a developer to independently procure “location preference” as a standalone service. The dominant intention of the buyer is acquisition of a constructed unit. PLC merely represents one of the value-enhancing characteristics attached to that principal supply.

Despite this commercial reality, certain Advance Ruling Authorities attempted to artificially separate PLC from construction service and treat it as an independent taxable supply.

The High Court has now categorically held that such fragmentation is contrary to the statutory architecture of GST.

The Court Reaffirmed the True Scope of Composite Supply

The judgment is firmly rooted in Sections 2(30) and 8(a) of the CGST Act.

Section 2(30) recognizes composite supply as a transaction where multiple elements are naturally bundled and supplied together in the ordinary course of business, one of which constitutes the principal supply.

The Court found that PLC squarely satisfies every ingredient of composite supply.

Test Under GST Law	Position of PLC
Naturally bundled with another supply	Yes
Supplied along with principal supply	Yes
Independent commercial existence	No
Principal supply identifiable	Construction service

The Court correctly recognized that PLC is merely ancillary to the principal construction service and therefore cannot be elevated into a separate taxable event.

Section 8 Leaves No Scope for Separate Taxation

Section 8(a) mandates that a composite supply shall be treated as a supply of the principal supply.

$\text{Composite Supply} \Rightarrow \text{Taxed as Principal Supply}$

Once PLC is held to be part of a composite supply, separate taxation becomes legally impermissible because the ancillary component necessarily assumes the tax character of the principal supply.

The judgment therefore decisively rejects the proposition that every separately priced component automatically becomes a separate taxable supply.

That principle, if accepted, would destroy the very foundation of composite supply under GST.

Composite Supply Cannot Be Defeated by Invoice Engineering

One of the most important jurisprudential contributions of the judgment is its implicit recognition that GST liability cannot be determined merely through invoice structuring or contractual segmentation.

The doctrine of composite supply was introduced precisely to prevent tax authorities from artificially dissecting integrated commercial arrangements into multiple taxable supplies.

The Court’s reasoning makes it abundantly clear that separate pricing alone cannot alter the intrinsic character of a transaction where:

• the supplies are commercially inseparable,
• supplied together in the ordinary course of business,
• and the recipient’s dominant intention is to receive the principal supply.

The judgment therefore reinforces a crucial distinction within GST law:

Concept	Legal Position
Composite Supply	Naturally bundled supplies taxed as principal supply
Mixed Supply	Independent supplies bundled together
Artificial Segregation	Impermissible fragmentation of an integrated transaction

PLC was correctly held to fall within the first category and not the latter two.

This reasoning carries importance far beyond the real estate sector because excessive tax compartmentalization would otherwise create cascading disputes across all integrated commercial arrangements under GST.

The Judgment Reasserts Substance Over Form

The Court refused to adopt a narrow interpretation merely because PLC was separately identified in agreements or invoices.

Instead, it examined the true commercial substance of the transaction.

Judicial Observation	Legal Consequence
PLC arises only with allotment of a unit	No standalone supply exists
Buyer’s dominant intention is property acquisition	Construction service is principal supply
PLC has no independent utility	PLC remains ancillary
Charges are supplied together in ordinary business practice	Composite supply doctrine applies

The judgment therefore strongly reinforces a fundamental GST principle:

Commercial substance prevails over artificial contractual fragmentation.

This is perhaps the most enduring aspect of the ruling.

Binding Nature of Section 168 Clarifications

A major dimension of the case involved the clarification issued on 11.10.2024 pursuant to GST Council recommendations.

The High Court categorically held that circulars and instructions issued under Section 168(1) are binding upon departmental authorities.

Issue	Court’s Finding
Whether Section 168 clarifications are binding	Yes
Whether field authorities may disregard them	No
Whether contrary earlier rulings survive thereafter	No

The Court emphasized that Section 168 exists to ensure uniformity in GST implementation across the country. Allowing field authorities to disregard statutory clarifications would undermine the structure of a harmonized national tax regime.

This portion of the ruling significantly strengthens institutional consistency and administrative discipline under GST.

Clarificatory Circulars Operate Retrospectively

The Court further held that the clarification relating to PLC was clarificatory in nature and therefore retrospective in operation.

This finding assumes substantial significance because the circular neither introduced a new levy nor granted a fresh exemption. It merely clarified the correct legal interpretation already flowing from Sections 2(30) and 8 of the CGST Act.

Consequently, earlier rulings treating PLC as an independent supply were effectively rendered unsustainable even for prior periods.

The ruling may therefore materially impact:

• Pending assessments
• Ongoing litigation
• Historical tax positions
• Refund claims, subject to statutory limitations

Wider Jurisprudential Impact

The importance of the DLF ruling extends far beyond PLC.

The judgment substantially strengthens the broader GST doctrine that:

• taxability must follow commercial substance,
• naturally bundled supplies cannot be artificially dissected,
• ancillary elements assume the character of the principal supply,
• and statutory clarifications issued for uniformity cannot be ignored by tax authorities.

Its reasoning may therefore carry persuasive value in disputes involving:

• hospitality packages,
• telecom bundles,
• software implementation contracts,
• logistics arrangements,
• maintenance-linked supplies,
• and other integrated commercial transactions.

Concluding Perspective

The ruling in DLF Limited v. Commissioner of CGST & Ors. is a landmark reaffirmation that GST must operate on commercial reality and statutory coherence rather than artificial tax compartmentalization.

By holding that Preferential Location Charges form part of the composite supply of construction service, the High Court has restored the true scope of composite supply under GST and decisively rejected artificial tax segregation unsupported by commercial substance.

More importantly, the judgment sends a much larger jurisprudential message that will continue to influence GST interpretation across sectors:

GST law does not permit authorities to manufacture separate taxable supplies by dissecting what is commercially and legally one integrated transaction