
Volume #17 | IssueNo. 309/2025 | February 2025

Relationships!
As a 15 year old teenager (referring to Samhita😉) if you thought I am going to ramble about some mushy relationship marking Valentine’s day, you will be disappointed. I am going to dwell on 3rd generational friendships that have transcended times and lives (literally since the originating friends are no longer alive !).
“Social media gets you Followers.
Life gets you Friends.”
However, if you want lasting friendships you must invest in building and nurturing the relationship over time. Who better than my better-half, who I must credit with this art and craft of carrying forward generational friendships spanning across languages, communities, cultures and countries. The secret perhaps is, he is not on any social media (not even on WA status !). When I started my life’s journey with him over 30 years ago, I initially witnessed this ‘phenomenon’ with awe and scepticism. Gradually, I adapted and enjoyed being accepted by / accepting his multi-generational friends who are our extended families. These friendships that started with his parents in the 1960s have gotten stronger over the decades and are now resting with our children who I hope will take it forward in their own ways.
- February saw me juggling between intense work and back-to-back extended family weddings across cities. Two women (in their 80-90s from my MIL’s generation) that I met are really special. The Delhi aunt I believe, broke open the gullak (piggy-bank) and emptied her entire cash savings to buy a ticket for my husband when he had to airdash to Mysore from Delhi on his father’s untimely demise 40 years ago. Those were days of meagre earnings, unaffordable air fares and only cash economy. The Mumbai aunt stayed with my MIL for a few months to cook and care for her when we were losing her to the cursed disease, Cancer. I was just married and couldn’t fathom the depth of these relationships which I truly value now ! Both of them reminisced their younger days, the food that they cooked and ate together with my MIL, the joint shopping they did, places visited, letters written etc. They were overwhelmed seeing us and so were we.
“Your relationship karma functions as the mirror of your intentions.”
- One family happily hosted us for the pre-wedding days with excellent home-made food and fun filled times with their grandson, sharing all their personal highs and lows (as a brother’s family would) and packed specially curated vegetable pickles (Delhi style) to carry. The hostess who is a passionate cook and in my opinion, is capable of running a gourmet food startup actually with the repository of recipes that she has, fondly recalled what dishes exactly my children eat when they call on her in Delhi and how she makes for them. She was longing to see them both soon. Conversation began with how our respective MILs were thick friends (when alive) and how they exchanged dishes – Mysore and Delhi styles and continued to revolve around the weddings attended in each other’s families over generations, the shared sorrow of departed souls and the joy of seeing newly constructed houses and successful businesses of the current clans. It was free-flow, heart to heart talk that warmed our stay!
- Seeing a new-born in another family reminded us that we were stepping into 4th generation of relationships, which began with my FIL during his stay at drilling camps. While the men worked together closely, oblivious of their office hierarchies, their spouses back then bonded over food, festivals, picnics, office parties etc. that cultivated the relationships amongst families – they found in each other a ‘home away fromtheir native homes’ !
- At the wedding, we were surprised to hear from strangers how much they knew about us – because the wedding host had spoken at length about us, the friendship that dated back years. I found that my husband knew almost every single family member of the host including their cousins, spouses, children, close friends as well as related anecdotes. It was so fulfilling listening to some of their stories that recalled people from our family who are no longer with us.
- At the Mumbai wedding, the host proudly introduced us to all his guests “They are representing my father’s side from Mysore”. Those who knew how close ‘chaddi-dosts’ he and my husband were, laughed that as young lads one would drop the other home and the other would again walk him back to his house – up and down the same street, multiple times. Those were different days, sans social media when Time seemed to tick at its own pace and Life was uncomplicated and pleasurable, in its own ways.
Cut to now. Cut to the core of Samhita. While the usual Ministry updates from MCA, RBI, DGFT, GST, IT, IBBI during February, 2025 are carried in this 309th issue of Samhita, we have also highlighted updates from IFSC and ESG. Government of Karnataka has recently issued an Ordinance regulating the Microfinance industry (players who are not registered with RBI as NBFC). Ms. Rajeswari Pai, Senior Associate who is the key driver in getting Samhita on time every month with the regulatory section has summarised the highlights for quick reference. Don’t forget to catch it !
For any previous issues of Samhita and the readers’ feedback, please visit http://www.sharadasc.com/resource-center/.
MCA Update
MCA vide notification dated February 12, 2025 amended Rule 9B of Companies (Prospectus and Allotment of Securities) Rules, 2014 to extend the timeline for private companies which are not classified as small companies as on March 31, 2023, to comply with dematerialisation of securities by June 30, 2025, thereby allowing such Private Companies to make offer of securities or undertake buyback, issue bonus shares and transfer in physical mode up to June 30, 2025.
The extension available for producer companies up to 5 years from closure of relevant financial year continues to prevail. Other private companies whose Paid Up Capital exceeds 4 Crore or turnover exceeds 40 Crore or belong to the following category of companies must comply with demat provisions as stated above:
- Holding company or Subsidiary company
- Section 8 companies
- A company or body corporate governed by any special Act
SEBI Updates
Vide circular dated February 14, 2025 SEBI has relaxed the timelines for AIFs with respect to holding their investments in dematerialised form. Pursuant to the same, investments made by an AIF prior to July 01, 2025 are now exempted from the requirement of being held in dematerialised form, except in the following cases:
- Where the demat is mandatory for investee company under applicable law
- The AIF, on its own, or along with other SEBI registered intermediaries/entities which are mandated to hold their investments in demat form, exercises control over the investee company
Said demat requirement is not applicable for:
- AIF Scheme whose tenure ends on or before October 31, 2025 (not including permissible extension of tenure)
- AIF Scheme having extended tenure as on February 14, 2025
Any investment made by an AIF on or after July 01, 2025 shall be held in dematerialised form only.
Pursuant to representations received from Depositories and Mutual Fund -Registrar and Transfer Agents (MF-RTAs) and to enhance ease of compliance with the timelines, SEBI vide Circular dated February 14, 2025 has rationalised the timelines for issuance of CAS. The revised timelines are as below:
- For monthly CAS: 12th day from month end for e-CAS and 15th day from month end for physical CAS as against the earlier requirement of 10th day from the month end. Monthly common PAN data should be sent by AMCs/ MF-RTAs to Depositories on or before 5th day from month end as against 3 days from month end.
For half yearly CAS: 18th day of April & October for e-CAS and 21st day of April & October for physical CAS
SEBI LODR requires material Related Party Transactions (“RPT”) to be approved by the audit committee and by the shareholders. Further, the Master Circular on LODR also specifies the information to be placed before the audit committee and shareholders, respectively, for consideration of RPTs.
SEBI vide circular dated February 14, 2025 has informed that in order to facilitate uniform approach and assist listed entities in complying with the aforesaid RPT disclosure requirements, an Industry Standards Forum (“ISF”) comprising of representatives from ASSOCHAM, CII and FICCI, has formulated Industry Standards. The Standards have been framed in consultation with SEBI, for minimum information to be provided for review of the audit committee and shareholders for approval with respect to RPTs. The provisions of the circular are effective from April 01, 2025.
Refer the link below to read the highlights of the standards.
(Open Highlights of Industry Standards)
(Open SEBI Circular dt February 14, 2025)
Regulation 30 of SEBI LODR, 2015 requires Listed entities to disclose material events or information to Stock Exchanges within specified timelines. Materiality shall be determined based on criteria such as impact on turnover, net worth, or profit/loss, or if the event/information is likely to result in significant market reaction. Listed entities must frame a policy for determining materiality, disclose events/information on their website for at least five years, and provide updates on material developments.
SEBI vide circular dated February 25, 2025 has notified that the Industry Standards Forum comprising of ASSOCHAM, FICCI AND CII have formulated Industry Standards to facilitate compliance with Regulation 30 of the SEBI LODR. It mandated the listed entities to adhere to these standards to ensure transparency in disclosing material events or information. These standards shall be published on the website of the industry association and stock exchanges.
Refer the link below to read the highlights of the standards.
(Open Highlights Industry Standards on Regulation 30)
(Open SEBI Circular dt February 25, 2025)
IBBI Updates
IBBI vide notification dated February 03, 2025 has amended the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Highlights of the amendments are as follows:
- Regulation 4E has been added to provide for ‘Handing over Possession’ of plots, apartments, or buildings to the homebuyers while the resolution process is still ongoing after obtaining approval of the COC and upon fulfilment of all obligations by the homebuyer.
- Regulation 16C has been added to permit ‘Appointment of Facilitators’ for a sub-class within creditors consisting of atleast 100 creditors. Such facilitators shall not exceed 5 in number and the fee for the facilitator for each sub-class shall be 20% of the fees specified for the authorised representative and such fee shall be part of the insolvency resolution process cost. Their roles and responsibilities have also been outlined in the CIRP Regulations, which includes facilitating communication between the authorised representative and the creditors assigned to him.
- Regulation 30C has been added to provide for preparation of ‘Report on the status of development rights and permissions of real estate projects’. Resolution Professionals must now prepare a detailed report on the status of development rights, approvals, and permissions for real estate projects within 60 days of insolvency commencement.
- Relaxations where corporate debtor has real estate project- The COCs may for an association or group of allottees in such real estate project, representing not less than 10% or 100 creditors out of the total number of creditors in a class, whichever is lower, relax the following:
– eligibility criteria for submission of expression of interest
– conditions regarding the refundable deposit
– for performance security - COCs to set up Monitoring Committee for monitoring and supervising the implementation of the resolution plan. Such committee may consist of the resolution professional or any other insolvency professional, or any other person, including representatives of the committee and representatives of resolution applicants. The Monitoring Committee shall submit quarterly reports to Adjudicating Authority regarding status of implementation of the Plan.
- Requirement to disclose details of the corporate debtor’s registration status as MSME by the Resolution Professional in Form G (Invitation of Resolution Plans).
Vide circular dated February 11, 2025, the IBBI has revised norms for intimation of appointment of Insolvency Professionals (IPs) in various assignments. Pursuant to this, IPs have been mandated to add details of assignments on the IBBI’s portal w.r.t the following:
- Resolution Professional under Insolvency Resolution for Personal Guarantors
- Bankruptcy Trustee under the Bankruptcy Process for Personal Guarantors
- Administrator under Insolvency and Liquidation Proceedings of Financial Service Providers
The same is in addition to existing intimations to be made for appointment as Interim Resolution Professional (IRP) under the Corporate Insolvency Resolution Process (CIRP), Resolution Professional (RP) under the CIRP, Liquidator under the Liquidation Process and Liquidator under the Voluntary Liquidation Process.
Further, the timelines for intimation by IPs are as follows:
- New Assignments commencing from February 11, 2025- within 3 days of appointment
- Ongoing Cases initiated prior to said date and not added on the portal- by February 28, 2025
- Closed Cases relating to Personal Guarantors- by April 30, 2025
- Other Closed Cases – March 31, 2025.
Once the assignment is added and approved by the IBBI, the IP shall proceed with subsequent compliances, including reporting requirements such as public announcements, EOIs, and auction notices, as applicable under different processes outlined in the Code.
DGFT Update
Vide Trade Notice dated February 11, 2025, the DGFT has notified that the process of Enforcement-cum-Adjudication and other associated actions under the Foreign Trade (Development And Regulation) Act, 1992 has been digitised. It mandates the online submission of reply to Show Cause Notice, and other information Requests during the proceedings including Adjudication, Appeal and Review. Further, payment for penalties levied through the orders shall be made against corresponding application file instead of miscellaneous option.
This is a move towards Ease of Doing Business and Paperless Trade Environment.
Others
To protect the interests of borrowers of economically vulnerable groups from undue hardship of usurious interest rates and coercive means of recovery by Micro Finance Institutions or Money Lending Agencies or Organizations or Lenders in Karnataka, the Karnataka Micro Loan and Small Loan (Prevention of Coercive Actions) Ordinance, 2025 has been notified on February 12, 2025. It prohibits lending by such Institutions, Organizations and Lenders without obtaining registration under the Ordinance from the Registering Authority. Provisions of the Ordinance are not applicable to any banks or NBFCs registered with RBI.
Highlights of responsibilities cast and restrictions imposed on such Institutions, Organizations and Lenders operating in Karnataka are as follows:
- Registration within 30 days of Ordinance- Details of rate of interest being charged, due diligence and recover system, principal amount lent borrower wise, amount recovered and balance to be recovered etc. shall be provided for registration. Further, they shall also provide an undertaking that they shall conform to the Ordinance at all times.
- Prohibition for seeking any security (any form of collateral) from the borrower by way of pawn, pledge or other security. Immediate release of security obtained from the borrower prior to the Ordinance.
- Having a standard loan agreement and providing loan card in Kannada to the borrowers with details including terms and conditions of the loan, interest charged, acknowledgement for instalments received etc.
- To have a registered office in the local area.
- To submit a quarterly Statement and annual statement to the Registering Authority before 10th day of ensuing quarter and financial year as the case may be, giving therein the list of borrowers, the loan given to each and the interest rate charged on the repayment made. Failure to submit this involves punishable with imprisonment for period of 6 months or with fine which may extend to Rs. 10,000 or with both.
- Section 8 of the Ordinance provides a list of activities that shall be considered as Coercive Action and prohibits the use of such actions either on its own or agents for loan recovery. Registering Authority shall have the power to punish such institutions including cancellation of Registration issued under the Ordinance. They may also be punishable by the Judicial Magistrate First Class, with imprisonment for a term which may extend to 10 years and with fine which may extend to Rs. 5 Lakh.
- Loans advanced prior to the Ordinance shall be deemed to be wholly discharged for “Vulnerable section of the society” where the lender is unregistered or not licensed. Any suits and proceedings pending as on date for loan recovery shall abate.
The Ordinance also provides for other matters such as loan documentation process and timely acknowledgement to borrowers, filing of complaints, appointment of Ombudsperson, search and inspection rights of Registering Authority, etc
It may be noted that offences under the Ordinance are cognizable and non-bailable.
As per our understanding, since the ordinance does not define Micro Finance Institution, the definition under the relevant RBI regulations may be referred
(Open Karnataka Micro Loan and Small Loan (Prevention of Coercive Actions) Ordinance, 2025)
IFSC Update
The International Financial Services Centres Authority (“IFSCA“) has issued a circular dated February 20, 2025, outlining the procedure for appointment and change of Key Managerial Personnel (“KMPs“) by Fund Management Entities (“FMEs“) in the International Financial Services Centres (“IFSCs“).
Key provisions are as follows:
- Appointment and Change of KMPs: FMEs are required to appoint KMPs based out of IFSC, meeting the prescribed educational and experience requirements under Regulation 7 of the IFSCA (Fund Management) Regulations, 2025.
- Intimation and Approval: FMEs must file an intimation with the IFSCA regarding proposed KMP appointments or changes, along with the applicable fees, in the prescribed format.
- Timeline: IFSCA will communicate its comments, if any, within seven (7) working days from the date of filing of the intimation. FMEs must ensure that vacant KMP positions are refilled within six (6) months from the date of vacancy.
- Responsibility: FMEs and persons in control of the FME are responsible for ensuring that KMPs meet the eligibility criteria prescribed under the Regulations.
ESG Updates
On February 13, 2025 SEBI has issued a Consultation Paper inviting comments on Draft circular on Strengthening of ESG Rating Providers (ERPs) by March 06, 2025. It proposes to provide relaxation on certain aspects covered in the Master Circular for ERPs dt May 16, 2024.
Following are the key aspects covered in the Draft Circular:
a) Withdrawal of ESG Ratings
- For ERPs following a Subscriber-Pays business model: Rating may be withdrawn provided that there are no subscribers for the rating as on the date of withdrawal. Further, if any rating is withdrawn, the rating has to be withdrawn for all subscribers
- For ERPs following a Issuer- Pays business model: Rating of a security may be withdrawn subject to the ERP having rated the security continuously for 3 years or 50 % of the tenure of the security, whichever is higher, and having received NOC from 75% of the bondholders by value. Rating of issuer/entity may be withdrawn subject to the ERP having rated the issuer/ entity continuously for 3 years.
b) Disclosure of Rating Rationale on the ERP’s website
- For ERPs following a Subscriber-Pays business model: The rating rationale may be shared by the ERP only with their subscribers and may not disclose on their website. However, ESG ratings shall be disclosed on the website as per format prescribed in the circular
- For ERPs following a Issuer- Pays business model: For ESG ratings of an issuer/ entity/Debt Security, the stock exchange where such issuer is listed shall prominently disclose the ESG rating on its website under a separate tab/ section on the listed company’s page.
c) Internal Audit of ERPs– Considering the challenges faced by Category II ERPs in the initial years of operation, the requirement to conduct internal audit shall become effective for Category-II ERPs after a period of 2 years from the date of issuance of this Circular.
d) Governance norms of ERPs- Considering the challenges faced by Category II ERPs in the initial years of operation, the requirement for constitution of an ESG Ratings Sub-Committee and NRC shall become effective for Category-II ERPs after a period of two years from the date of issuance of this Circular. Until the said time, the relevant issues under the purview of NRC and ESG Ratings Sub-Committee may be handled by the Board of the Category II ERP.
India’s first indigenous Automated Biomedical Waste Treatment Plant, named “Sṛjanam,” was launched by Union Minister of Science & Technology at AIIMS New Delhi on February 10, 2025. Developed by CSIR-NIIST, this eco-friendly technology disinfects biomedical waste without incineration, reducing environmental impact while ensuring safety. The system, with an initial daily capacity of 400 kg, eliminates harmful pathogens from medical waste such as blood, urine, and disposables, while imparting a pleasant fragrance.
‘Srjanam’ uniquely controls foul odors and processes waste without external energy, ensuring safer disposal without harmful emissions. AIIMS Delhi is the first healthcare institution in India to implement this breakthrough technology.
Indian Railways has signed a 170 MW power purchase agreement with the Madhya Pradesh government, securing India’s cheapest solar energy at ₹2.15 per kWh as part of its net-zero emissions goal. This will ensure the government’s commitment to achieving 100% electrification of Indian Railways by 2025-26 and expanding the use of solar, wind, and nuclear energy and marking a significant step towards sustainability.
Tax Updates
The much-awaited Income Tax Bill was introduced by Hon’ble Finance Minister in the Lok Sabha. Aimed at simplifying the tax framework, the Bill reduces textual complexity (from 823 pages to 622 pages), eliminates redundant provisions, provisos, explanations and consolidates related sections. It uses clearer language, tables (57 vs. 18 in the old Act), and formulae for better understanding.
Please refer the below link to read the highlights of the Bill.
CBDT vide circular dated February 20, 2025 has provided guidance on TDS from salaries under Section 192 for the financial year 2024-25. The circular incorporates amendments from the Finance Acts of 2023 and 2024, offering detailed instructions for employers to ensure updated tax rules are applied for TDS calculations
GST Updates
CBIC instruction dated February 07, 2025 clarifies that taxpayers who have fully paid the tax demand under Section 73 (non-fraud cases) for Financial Years 2017-18 to 2019-20, but face appeals due to incorrect interest calculations or penalty discrepancies, remain eligible for benefits under Section 128A which allows for the waiver of interest or penalty if conditions are met. The CBIC emphasizes that such departmental appeals should not bar eligible taxpayers from these benefits.
CBIC vide notification dated February 11, 2025 has specified the effective dates for the Central Goods and Services Tax (Amendment) Rules, 2024 as follows:
Effective from February 11, 2025:
- Rule 2: Updates to Rule 8(4A) – Aadhaar authentication required for GST registration.
- Rule 24: Introduces FORM GST ENR-03 – E-Way Bill enrolment for unregistered persons.
- Rule 27: Mandates FORM GST ENR-03 for E-Way Bill generation by unregistered entities.
- Rule 32: Adds Table 3.1.1 in GSTR-3B – Reporting supplies under Section 9(5).
Effective from April 1, 2025:
- Rule 8: Updates to Rule 39 – Changes in Input Tax Credit (ITC) distribution by Input Service Distributors (ISD).
- Rule 37: Modifies GSTR-7 – Updates Tax Deducted at Source (TDS) reporting format.
- Clause (ii) of Rule 38: Revises FORM GSTR-8 – Updates Tax Collected at Source (TCS) reporting by e-commerce operators.
Vide circular dated February 14, 2025 a clarification on GST rates and classifications as per recommendations from 55th GST council meeting has been issued as follows:
a) Pepper: 5% GST in all forms; exempt if supplied by agriculturists as dried pepper.
b) Raisins: Exempt when supplied by agriculturists.
c) Ready-to-Eat Popcorn:
- 5% GST if unbranded with salt/spices.
- 12% GST if packaged and labeled.
- 18% GST for caramel popcorn (different classification).
d) AAC Blocks: 12% GST if fly ash content exceeds 50%
e) SUV Ground Clearance: Amended rules apply from July 26, 2023.
March 2025

Quote of the day
"Three generations: The past guiding, the present nurturing, and the future growing"
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.