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MCA raises “small company” thresholds – up to ₹10 cr capital & ₹100 cr turnover from 1st December 2025, major relief for jewellery trade

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In a landmark decision that will significantly ease compliance for thousands of jewellery businesses across India, the Ministry of Corporate Affairs (MCA) has revised the definition of “Small Company” under the Companies Act, 2013, effective 1st December 2025.GJC published and sent  out this important update to the jewellery trade.

New Eligibility Criteria (both conditions to be satisfied):

  • Paid-up Share Capital : ≤ Rs.10 Crore (earlier Rs.4 Crore)
  • Annual Turnover : ≤ Rs.100 Crore (earlier Rs.40 Crore) (as per the latest audited financial statements)

Any company exceeding even one of the above limits will cease to be a Small Company.

Key Benefits for Jewellers (Private Limited & Family-Owned Firms):

  • Only 2 Board Meetings required in a year
  • Exemption from mandatory Internal Audit in most cases
  • Substantially lower penalties for defaults
  • Simplified Annual Return via Form MGT-7A
  • No need to prepare Cash Flow Statement in financials
  • Exemption from mandatory Auditor Rotation – continue with existing trusted auditors
  • Reduced overall compliance cost and administrative burden

GJC advised jewellery firms  to immediately review their Paid-up Capital and Turnover for FY 2024-25 to confirm eligibility and start availing the relaxations from the current financial year itself.

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National News

NPCI Defers Rollout Of UPI Merchant Discount Rate Until After Diwali

Given Typical Retail Margins Of 2%–6% On Bullion and Plain Gold Jewellery, Absorbing A 0.4% Fee—Or Up To ₹300 Per Large Transaction—Would Have Directly Eaten Into Festive Profitability. The Deferral Keeps Bottom Lines Protected Through Dhanteras and Diwali.

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The National Payments Corporation of India’s (NPCI) UPI and Services Steering Committee has deferred the implementation of Merchant Discount Rates (MDR) on select person-to-merchant (P2M) UPI transactions until immediately after Diwali.

The move aims to protect consumer sentiment and keep operational costs steady for businesses during the peak festive shopping season. A specific implementation date will be announced separately.

Key Highlights

  • Festive Relief for Retail: The deferment ensures merchants face no additional payment processing costs during peak festive demand, helping avoid disruptions to consumer spending.
  • The Approved MDR Structure:
    • Applies only to eligible P2M transactions above Rs 2,000 at a rate of 0.4%.
    • Capped at Rs 300 for high-value transactions of Rs 75,000 and above.
    • Everyday low-value payments and small merchants remain fully exempt, preserving zero-cost digital transactions for general consumers.
  • Timeline Adjustment: Originally notified on September 15 for an October 15 rollout, the framework will now take effect post-Diwali, giving banks, payment aggregators, and merchants additional runway to align their systems and communicate terms clearly.

Jewellery purchase values routinely exceed the Rs 2,000 threshold and frequently touch or surpass the Rs 75,000 cap. Given typical retail margins of 2%–6% on bullion and plain gold jewellery, absorbing a 0.4% fee—or up to Rs 300 per large transaction—would have directly eaten into festive profitability. The deferral keeps bottom lines protected through Dhanteras and Diwali.

Introducing transaction fees just as footfall surges would have forced retailers to decide whether to absorb the cost or pass it on to buyers (via checkout surcharges or selective discounts). Avoiding this choice prevents awkward billing counter negotiations and cart abandonment during rush hours.

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