Volume #17 | IssueNo. 319/2025 | December 2025
Celebrating excellence
Someone once said, “It took me over 30 years to become an overnight success.” That sentiment perfectly captures our journey as we wind down 2025. Receiving the 5th ICSI Best PCS Firm Award 2025 on 19th December, 2025 at the 25th ICSI National Awards for Excellence in Corporate Governance is not just a milestone—it’s a testament to perseverance, teamwork, and an unwavering commitment to governance over the years.
A Journey Built on Gratitude
This achievement belongs to
- every client who trusted us
- every team member who gave their best
- every family that supported us
- every affiliate and vendor who partnered with us
- and every mentor and peer who guided us
The Pillars of Our Success
- Committed team that cares and is cared for
- Robust systems, processes, and policies
- Well-defined SOPs and best practices
- Continuous contribution to the community
- A culture of collective ownership and teamwork
A special thanks to #ICSI for shaping the profession and setting benchmarks that inspire us to aim higher.
What’s Next?
Awards are not the finish line—they are a reminder to keep raising the bar. We stay committed to
- Continue the journey of excellence
- Serve with care and integrity
- Share best practices openly
- Standup to say NO, if required
- Keep the governance flag flying high
Beyond awards and recognitions that are material aspirations, let us be inspired by Kuvempu’s (Dr. K V Puttappa-the renowned Jnanpith awardee and Kannada poet) famous song “O nanna chetana, aagu nee aniketana”. Opening and closing verses….
“O my consciousness
Become limitless and vast,
Merge with infinity.
May your strength serve all living beings,
May your wisdom bring harmony,
May your spirit belong to everyone.
O my consciousness,
Be universal,
Be eternal.”
Let’s begin the New Year 2026 with an expansive state of mind, embracing the universe in all forms, guided by the spirit of righteousness in all that we do. As I sign off an eventful 2025, I urge you to peruse the important regulatory updates for December, 2025 captured by my team in this 319th issue of Samhita.
For any previous issues of Samhita and the readers’ feedback, please visit http://www.sharadasc.com/resource-center/.
Happy Reading
S.C. Sharada
www.linkedin.com
Definition of Small Companies revised
Definition of Small Companies revised
MCA vide notification dated December 01, 2025 has amended Rule 2(1)(t) of the Companies (Specification of Definition details) Rules, 2014 to revise the threshold for classification as a small company.
Under the revised threshold, a company will be considered a small company if its paid up capital and turnover does not exceed Rs. 10 crore and Rs. 100 crore, respectively, as against the earlier limits of 4 crore rupees and 40 crore rupees, respectively.
This amendment is in line with Government of India’s “ease of doing business” initiative and is expected to reduce the compliance cost for large number of companies. The benefits available to small companies under the Companies Act are as follows:
- At least one Board Meeting in each half of the calendar year with gap between two meetings not being less than 90 days contrary to the requirement of minimum 4 Board meetings with not more than 120 days gap which is applicable to other companies
- Dematerialization of Securities as per Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 will not apply. Further issuance and transfer of securities can continue in physical mode.
- Eligibility for Fast – track mergers as per Section 233 of the Companies Act, 2013
- Preparation of cash flow statement as part of the financial statements is not mandatory
- Abridged form of Board’s Report and Annual Return with minimal disclosures
However, by virtue of Section 2(85) of the Companies Act, 2013, these advantages are not available to a public company, any holding company or a subsidiary company, a Section 8 Company and a Company governed by special Act irrespective of the fact that they may be well within the thresholds.
Regulatory Updates
MCA Update
MCA vide its circular dated October 17, 2025 had granted extension of time for filing the annual forms i.e. AOC-4 and MGT-7 pertaining to FY 2024-25 without payment of additional fees, till December 31, 2025. The MCA vide circular dated December 30, 2025 has granted further extension of time for filing the annual forms till January 31, 2026.
SEBI Updates
SEBI at its Board Meeting held on December 17, 2025 reviewed various regulations to simplify the same based on contemporary changes and include certain provisions to ensure clarity. Highlights of the approved decisions are as follows:
1. Proposed amendments under SEBI ICDR Regulations, 2018
- To address the challenges faced by issuers in complying with lock-in requirements particularly where pledges have been created by non-promoters prior to the IPO, a system driven marking has been approved by SEBI. In case lock-in of the specified securities cannot be created, the depositories shall record such securities as “non-transferable” for the duration of the applicable lock-in period.
- In order to increase the engagement and participation of the retail investors in the IPO process, the Board has approved that a focused, concise and standardized summary of offer documents in the form of draft abridged prospectus shall be available at the DRHP stage as well, in addition to the current requirement of filing of abridged prospectus at the RHP stage. The separate “offer document summary” requirement may be dispensed with, in consultation with the Central Government.
2. Proposed amendments under SEBI LODR Regulations, 2015
- Amendment to Regulation 39 for elimination of requirement of issuance of Letter Of Confirmation (“LOC”) by RTAs/listed companies to investors and to effect direct credit of securities in demat account for investor service requests such as issuance of duplicate securities certificate, transmission, transposition, claim from unclaimed suspense account and corporate actions.
- Amendment to Regulation 40 for facilitating transfer of physical securities. As there are still many investors who had purchased physical securities before the deadline of April 01, 2019, but could not get the securities registered in their name, as they had not lodged the transfer deeds within the prescribed timelines, SEBI has permitted lodgement during a special specified window subject to such conditions as may be specified and due diligence by RTAs/listed companies. The following matrix has been provided in respect of the same.
Execution Date of Transfer Deed | Lodged before 01-04-2019 | Original Share Certificate Available? | Allowed in the proposed window? |
Before 01-04-2019 | No (it is fresh lodgement) | Yes | ✓ |
Before 01-04-2019 | Yes (It was rejected/returned earlier) | Yes | ✓ |
Before 01-04-2019 | Yes | No | ✖ |
Before 01-04-2019 | No | No | ✖ |
3. High value debt listed Entities (HVDLEs)
- Further enhancement of threshold for HVDLEs from outstanding non-convertible debt of Rs. 1000 crore or more to Rs. 5000 crore or more. This is intended to provide relaxations to NBFCs, Housing Finance Companies, ARCs, REITs etc.
- Relaxation in Corporate Governance norms for HVDLEs under LODR such as:
i) Exemption from requirement to obtain approval of shareholders for sale of assets of a material subsidiary to another subsidiary, as long as assets are within the same group
ii) Provisions introduced for appointment, reappointment, removal and disqualification of Secretarial Auditor in HVDLEs
iii) Exemption from obtaining shareholder approval for nominee directors of financial sector regulators or Debenture Trustee or those appointed by Court or Tribunal - Additional time of 3 months for filling up vacancy of KMPs subject to at least one full time KMP for companies coming out of CIRP under IBC
4. IEPF provisions for listed Non-Convertible Securities (NCS)
- Presently, unclaimed interest/redemption payment for entities having listed NCS are transferred to IEPF after 7 years of remaining unclaimed. Issuers will now need to transfer only after completion of 7 years from date of maturity of security instead of multiple transfers.
Other Regulations reviewed include the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, SEBI (Mutual Funds) Regulations, 1996, SEBI (Credit Rating Agencies) Regulations, 1999.
On July 31, 2025, SEBI had issued circular on ‘Rights of Persons with Disabilities Act, 2016 and rules made thereunder’ specifying digital accessibility norms to be mandatorily ensured by all Regulated Entities (REs) which include the Intermediaries. Based on representations, timeline to submit compliances were extended vide circular dated August 29, 2025. Compliance Guidelines summarizing the timelines, providing mechanism and formats for confirming compliance was also notified vide circular dated September 25, 2025.
SEBI vide circular dated December 08, 2025 has issued further clarifications. Highlights of the same are as follows:
- REs shall submit a status of their readiness and compliance to the accessibility requirements for each of their digital platforms latest by March 31, 2026 to respective reporting authorities. This replaces the original compliance requirement of appointing an accessibility auditor by December 14, 2025.
- Reporting Authorities and format for submitting status of readiness and compliance has been specified in Annexure A and Annexure B to the Circular.
- Any investor facing accessibility related issues on digital platforms of REs, shall be able to lodge complaints against REs on SCORES. The RE concerned shall remediate the accessibility issue for closure of complaint.
- All REs shall conduct periodic accessibility audits of their digital platforms including websites, mobile apps and portals through certified accessibility professionals.
In a move to make issuance of duplicate certificates more investor friendly, SEBI vide circular dated December 24, 2025 has notified simplified procedure and standardized formats of documents. Highlights of the same are as follows:
- The threshold for simplified documents has been increased from Rs. 5 lakh to Rs. 10 lakh
- Simplified documentation will now include an Affidavit-cum-Indemnity bond in a standardized format and notarization of the Affidavit-cum-Indemnity bond has been done away with for cases involving securities with value up to Rs. 10,000
- Rationalized documentation for cases where value of securities exceeds Rs. 10 lakhs by specifying additional documents such as FIR/FIR including e-FIR/Police complaint/Court injunction order/copy of plaint, details of folio number and distinctive number of securities etc.
- The revised provisions shall also be made applicable to ongoing requests for issuance of duplicate securities. Where documents have already been submitted by the investor, listed companies/RTAs shall not insist on re-submission of such documents in the new formats
IFSCA
IFSCA at its meeting held on December 22, 2025 has approved amendments to various regulations, aimed at relaxing compliance for fund managers and in turn boost GIFT City as a global hub for financial services. Highlights of the same are as follows:
1. Amendments to IFSCA (Fund Management), Regulations, 2025
- Relaxed eligibility norms for the appointment of KMPs by introducing a certification-based alternative eligibility criterion with a reduced work experience requirement in addition to existing criteria. Further, work experience in consulting / advisory firms / private or public companies, where the nature of work is similar or related to that performed in a typical institution in the financial industry will be considered.
- Validity of Private Placement Memorandum (PPM) of Schemes
i) The restriction of a one-time extension of validity of PPM shall be dispensed with and Fund Management Entities (“FMEs”) shall now be permitted to avail multiple extensions of 6 months each for Venture Capital Schemes and Restricted Schemes subject to payment of the prescribed fees and filing of the extension request while the PPM remains valid.
ii) A one-time extension window of 3 months shall be made available to such Venture Capital Schemes and Restricted Schemes where the PPMs have expired including those open-ended schemes which have started investment activities with USD 1 Mn in funds raised but have failed to garner the minimum corpus of USD 3 Mn within the tenure of the scheme.
iii) Specific provisions to be introduced for protecting the interests of investors in such open-ended schemes that have started investing with USD 1 Mn but fails to achieve the minimum corpus of USD 3 Mn. - Appointment of Custodian registered with IFSCA- FMEs that are required to appoint a custodian based in IFSC under the FM Regulations, 2025 shall be provided a migration window of 24 months subject to certain conditions.
2. IFSCA (Capital Market Intermediaries) (Amendment) Regulations, 2025 (“CMI Regulations”)
- Qualification criteria for Principal Officer and Compliance Officer amended to include Post Graduate degrees in fintech, science, technology, engineering, and mathematics disciplines. Further, minimum number of experience for a graduate to act as a principal officer/ compliance officer of a capital market intermediary has been reduced from 10 years to 5 years.
- Capital Market Intermediaries with multiple registration such as broker dealer, investment adviser, research entity, clearing member, depository participant, custodian and distributor permitted to have same person as Principal Officer provided that the entity shall appoint a separate official as vertical head for its “Distribution” related business activities.
- Clarifications with respect to Liquid Net Worth have been approved
- Net Worth requirements for custodians specified as USD 1 million. Existing custodians shall be granted time till June 30, 2026 to comply with the revised norms.
- IFSCA will specify norms for umbrella registration for Capital market intermediaries
3. IFSC Authority (Global-In-House Centre) Regulations, 2025 approved in a move to revise the IFSCA (Global In-House Centres) Regulations, 2020. Revised GIC Regulations enable Financial Institution Group to set up GIC unit in GIFT IFSC either directly or through a Third-Party services provider, to avail the GIC services for its group entities. It formally recognises multiple operating models for GICs, including Captive Centre, Shared Services Centre, Build-Operate-Transfer (BOT), Joint Venture, Hybrid, and other models, enabling financial institution groups to structure their operations in line with business and strategic requirements. The revised framework is expected to facilitate consolidation of cross-border financial services activities within the IFSC.
4. Amendments to IFSCA (Book-keeping, Accounting, Taxation and Financial Crime Compliance Services) (Amendment) Regulations, 2024 and IFSCA (Registration of Business) Regulations, 2021 have also been approved to strengthen the ecosystem at GIFT IFSC.
IBBI Updates
IBBI vide notification dated December 22, 2025 has amended the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 by inserting regulation 38(3A). This newly inserted regulation provides that every resolution plan shall include:
- A statement of beneficial ownership containing details of natural persons who ultimately hold or control resolution applicant, along with the particulars of shareholding and jurisdiction of each intermediate entity.
- An affidavit stating whether the resolution applicant is eligible or not eligible for the benefits under section 32A.
The formats of both the statement and affidavit will be specified by IBBI through a circular.
IBBI Vide notification dated December 18, 2025 has introduced a new facility to enable the Insolvency Professionals (IPs) to modify the forms already submitted on the IBBI Portal for the purpose of rectifying any deficiencies identified in the submitted form. The IPs may avail this modification utility on the IBBI Portal to make modifications to the forms through an OTP-based verification process.
If the form is submitted as well as modified within the due date, no fee shall be levied.
However, all the forms due on December 31, 2025 if submitted post the due date whether by correction, updation or otherwise, shall attract a fee of 500 rupees per form per calendar month of delay, payable until the submission.
The aim of this utility is to enhance accuracy and data quality along with setting accountability via the OTP-based verification process.
IBBI vide guidelines issued on November 21, 2025, enlists the procedure for preparing a panel of Insolvency Professionals (IPs) to be effective from 1st January 2026 to 30th June 2026, to minimize administrative delays in appointment of the IP. These guidelines replace the earlier one issued on May 27, 2025.
The guideline covers the following key aspects:
- Eligibility of IPs to be included in the panel
- Expression of Interest to be submitted by eligible and willing IPs
- Preparation of Panel list – Zone-wise and Bench-wise
- Sorting criteria and;
- Conditions applicable on IPs
Expression of interest is required to be submitted by December 22, 2025 as per the format provided in Form A of the guidelines.
Others
On December 18, 2025 the Securities Markets Code, 2025, was introduced in the Lok Sabha. Once enacted, it would replace the Securities Contracts (Regulations) Act, 1956, the Securities and Exchange Board of India (SEBI) Act, 1992, and the Depositories Act, 1996 into a single Code. Key changes in the Code are as follows:
- Composition of SEBI: Currently the SEBI Board consists of 9 members (i) the Chairperson, (ii) two officials from the Ministry of Finance and Corporate Affairs, (iii) one official of RBI, and (iv) five other members appointed by the central government of whom at least three must be whole-time members. The Bill proposes to increase the number of other members appointed by the central government to 11, of whom at least five must be whole-time members. The overall Board strength will increase to 15.
- Conflict of interest of a Board Member: At present, a member of SEBI, who is a director of a company, must disclose any direct or indirect pecuniary interest in a matter and shall not take part in deliberations or decisions on such matters. The Bill expands this restriction to include all members with any direct or indirect interest as may be specified by regulations, including interests of any family member.
- Investigation, adjudication and limitation period: Currently, SEBI may empower any person as investigating or adjudicating officers. The Bill instead empowers SEBI to appoint investigating officers or adjudicating officers from among its Chairperson, whole-time members, and officers. The Bill adds that an adjudicating officer must not have: (i) authorised or participated in the inspection or investigation of the case, and (ii) considered any settlement application by the entity under investigation. Further the Bill bars any inspection or investigation after 8 years of contravention except those which have systemic impact on securities market or referred by investigating agencies.
- Ombudsperson for Investor Grievances- The Code empowers SEBI to establish an investor grievance redressal mechanism and appoint an Ombudsperson to redress grievances.
- Offences and penalties: Currently, under the three Acts, contravention of the Act, rules, or regulations are punishable with imprisonment, fine, or both, in addition to penalty. The Bill removes these provisions and instead provides for only monetary penalty for specified violations. It retains imprisonment for certain offences such as: (i) non-compliance with specified orders of adjudicating officers or directions of investigating officers and (ii) market abuse as defined in the Bill.
ESG Updates
The Financial Reporting Council (FRC) of UK recently released the International Standard on Sustainability Assurance (UK) 5000, “General Requirements for Sustainability Assurance Engagements”. This is a new standard aimed at ensuring quality and consistency for practitioners in carrying out assurance engagements for sustainability reporting. According to the FRC, the new standard forms the UK adaptation of the global sustainability assurance benchmark developed by the International Auditing and Assurance Standards Board (IAASB). While intended for voluntary use, the standard is designed to strengthen the credibility and reliability of sustainability reporting, support better-informed investment decisions, and reinforce the UK’s position as a leading hub for sustainable finance.
The move comes amidst the UK government’s consideration to mandate sustainability reporting for certain companies.
India’s resolution on Strengthening the Global Management of Wildfires was adopted at the 7th session of the United Nations Environment Assembly (UNEA-7) in Nairobi, reflecting broad international support and recognition of wildfires as a growing global threat. The resolution stressed the severe impacts of wildfires on ecosystems, biodiversity, air quality, livelihoods, and economies, as well as their role in releasing greenhouse gases and weakening carbon sinks. Citing United Nations Environment Programme’s report Spreading Like Wildfire, India warned that wildfire incidents could rise sharply by mid and late century, underscoring the need for urgent, coordinated global action.
Integrated Fire Management, anchored in early warning systems, risk mapping, satellite-based monitoring through collective efforts of local communities and frontline personnel would be the global approach forward. The Global Fire Management Hub, established in 2023 by FAO and UNEP was acknowledged as a key mechanism for supporting international efforts.
The Partnership for Carbon Accounting Financials (PCAF) has launched an updated Global Greenhouse Gas Accounting and Reporting Standard for the Financial Industry, designed to help banks, asset managers, insurers, and other financial institutions to measure and disclose emissions linked to their financial activities. Its original standard, released in 2020, has since become the most widely used methodology for financed emissions accounting and is referenced in major sustainability reporting frameworks, including IFRS S2 and the CSRD’s European Sustainability Reporting Standards.
According to PCAF, the updated standard, together with new supplemental guidance on Financed Avoided Emissions and Forward-Looking Metrics, significantly broadens the scope and usability of emissions reporting. The revisions address the technical complexity of calculating GHG emissions across diverse portfolios and financial instruments, such as loans, investments, and insurance products. Overall, the update is intended to strengthen consistency, transparency, and coverage in financial-sector emissions reporting, supporting institutions in managing climate-related risks and impacts more effectively.
GST Updates
GSTN has released latest FAQ clarifying filing nuances for Annual Returns (GSTR-9) and Reconciliation Statements (GST-9C) on December 17, 2025. Summary of the FAQs is given below:
- Filing Enablement: GSTR-9/9C auto-enables after all GSTR-1/3B for FY 2024-25 are filed. No enablement if any GSTR 1 and GSTR 3B is pending.
- Auto-Population Updates: Tables 4,5,6,8,9 pull from GSTR-1/1A/IFF, GSTR-2B, GSTR-3B. GSTR-1A amendments now included. Table 8A auto populated from GSTR-2B.
- ITC Reporting Changes: New Table 6A1 for prior FY ITC claimed in current FY (excl. Rule 37/37A reclaims). Table 6A2 nets current FY ITC for bifurcation. Reclaims under Rule 37/37A go to Table 6H.
- Reversals & Reclaims: Detailed examples for same-year vs. cross-year scenarios. Prior FY reversals not in Table 7; reclaims in Table 6A1 or 6H based on rules.
- Table 8C: For missed current FY ITC claimed next FY (up to specified period);
- Late Fees in GSTR-9C: New Table 17 auto-calculates fees from GSTR-9 filing date/due date to GSTR-9C filing.
- Other Highlights: HSN details downloadable from GSTR-1 Table 12. Concessional 65% tax rate removed from Tables 17/18. RCM/imports reported in year paid/claimed.
GSTN vide advisory dated December 05, 2025 has informed tax-payers about auto suspension of GST Registration in case of non-furnishing of details of Bank Account as per Rule 10A. Under Rule 10A, registrants must furnish bank details within 30 days of registration or before GSTR-1/IFF filing. Consequences and remedies as per the Advisory are summarized below:
- Auto-Suspension Trigger: Registration auto-suspends if details are not added in time.
- How to Fix: Update via non-core amendment: Services > Registration > Amendment (Non-Core Fields).
- Auto-Drop of Cancellation: Proceedings drop automatically once details are added.
- Manual Option: If not auto-dropped same day, use “Initiate Drop Proceedings” under View Notices/Orders.
Statutory Compliance Calendar
July 2025
Quote of the day
“Leadership is not about being in charge. It is about taking care of those in your charge.” — Simon Sinek
Disclaimer: The contents of this Newsletter are only a summary and has not dealt with any issue in detail. Any action taken or proposed to be taken must be in consultation with professionals and not merely based on the articles / news updates. S. C. Sharada & Associates disclaims all liability on action taken without professional advice.