Volume #17 | IssueNo. 313/2025 | June 2025
Power of two !
“We two, Ours two” was the title of a humorous speech delivered by a well-known Toastmaster, motivational speaker, doctor and ‘Tongue-Fu master’ Dr. Ushy Mohandas more than a decade ago. I still remember because of the ‘ours two’ part and the suspense element it created. The power of just two words. To know what it is, wait. Read till the end.
Well, what can two words possibly do ? It can melt hearts, give hope and even stop battles. 3 moments, 3 turning points. Just 2 words. Here you go…..
- “Organ Donation” – A Living Legacy
In a recent Table Topic contest (impromptu speaking for just 2 minutes) at Toastmasters, a celebrated contestant was asked, “What legacy would you like to leave behind?”
He listened. Paused (that seemed eternity for the audience, as we feared he would run out of time). Walked across the stage. Reflected. Smiled. And with a dramatic wave of his hands gestured ‘Two’. Then he just uttered 2 simple words “Organ Donation.” The audience connected instantly and gave him a thunderous applause. He didn’t have to say more but given that he had to speak for 2 minutes, he used science and humanity to drive home the philosophy behind organ donation. He also gave a call for action on where to register and donate.
Two words that spoke of life after life, of giving even in death, of silent heroism. He didn’t talk about wealth or fame. He chose to give someone he may never meet. His just 2 words moved us. Spurred us as we all felt deeply within.
- “Drishta Sita” – Mission accomplished
In the epic Ramayana, after crossing oceans and braving all odds, Hanuman returns from Lanka with just two words: “Drishta Sita.” (saw Sita). Those two words didn’t just report a sighting — they restored hope and became a segway to the larger purpose of vanquishing the evil to protect mankind. Lord Rama, his army, and even the very winds of destiny shifted with those two simple words. What’s notable is the positioning of the words – Drishta (seeing) comes first which assures the listener that the mission of finding has been accomplished. I recall my mother emphasising the positioning and appropriate choice of words by the messenger Hanuman which filled the Vanara Sena with joy, hope and positivity. It is important what we say, how we say and when we say to whom we say !
- “Ashwathama Hatha” – Twisted truth
Another clever play of just 2 words can be found in the epic Mahabharatha on the battlefield. When the Kaurava Chief Dronacharya seems invincible, Lord Krishna convinces Yudhishtra (who personifies truth) to utter a half-truth. He tells his Guru Drona : “Ashwathama hatha” (Ashwathama dead). He follows this with the half-truth in a lower voice “narova, kunjarova” (man or elephant). Drona who loved his son Ashwathama very dearly gives up his fighting spirit assuming his son is dead, when actually Ashwathama, an elephant is killed by Bheema. The real truth is drowned out by conch shells and the cry of battle. That is the power of just 2 words – drown the emotions of a great warrior, crush his spirits, and change the course of a fierce battle. Here again, the exact positioning of the words and use of clever voice modulation (whisper) created the intended impact. Let’s also bear in mind that while the story may seem deceitful and unfair, it must not be understood in isolation but in the larger context of the Kurukshetra battle strategy and the overarching purpose of good over evil.
Now, after 3 serious powerful stories of ORGAN DONATION, SAW SITA and ASHWATHAMA HATHA, let me end the Power of Two on a lighter note. What does “We two, Ours two” stand for ? The first two indicated the speaker and her spouse. The second two indicated – their DENTURES 😊😊 The entire speech was about their imaginary old age and dentures, leaving us all in splits.
WORDS CAN DO WONDERS. USE THEM WITH CAUTION AND CARE.
The next time you speak, write, or even comfort someone, pause to consider:
What are the two words you want to leave behind?
While the Power of Two is immense, GOI thinks otherwise. In the name of EODB (which is not a two words phrase), the number of regulations from multiple ministries are only increasing by the day. Just look at our own Samhita. It is growing like Lord Hanuman’s tail 😊 to accommodate the flurry of regulatory updates – this is not even an exhaustive list, by the way ! Set aside a couple of hours to go through the 313th issue which has been curated by inputs from 4 to 5 team members of our firm. 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
EODB Measures by SEBI- Highlights from 210th Board Meeting
SEBI in its Board Meeting held on June 18, 2025 has approved various amendments to key regulations including ICDR, LODR, SSE listing, Merchant Banker, AIF, REITs, InvITs etc. These amendments are measures taken by SEBI towards Ease of Doing Business.
Some of the major amendments approved include holding or exercise of share-based benefits including ESOP at least one year prior to filing of DRHP by Promoters, mandatory dematerialisation of securities before filing of the DRHP of securities held by Promoter Group, Selling Shareholders, KMPs, Senior Management etc., delisting of PSUs other than Banks, NBFCs and Insurance Companies, easing of eligibility criteria for NPOs for SSE registration etc. To read the highlights, refer the link below.
(Open Highlights SEBI Board Meeting dated June 18, 2025)
(Open SEBI Press Release)
Regulatory Updates
MCA Updates
As announced in the webinar conducted by ICSI in collaboration with MCA and LTI Team on June 02, 2025, 38 forms are slated for migration to MCA V3 portal. This largely covers forms relating to appointment of Auditor and changes in Auditor, Annual Filing, Appointment of Cost Auditor and reporting etc. These forms have been disabled for filing in the MCA V2 portal w.e.f June 18, 2025 and will be available for filing in the MCA V3 portal w.e.f July 14, 2025.
MCA vide various notifications between May 30, 2025 and June 06, 2025 has amended the rules in view of the enhanced version of forms going live in the V3 portal. The noteworthy changes include introduction of linked filing under Accounts Rules, embedding of MGT-8 as part of eform MGT-7 and the mandate to attach signed financial statements as a PDF file to Form AOC-4. Please click here to know more about specific changes in the forms and presentation made by our team on the same.
Sl. No | Notification | Date of Notification | Changes Introduced | Effective Date |
1. | Companies (Registration Offices and Fees) Amendment Rules, 2025 |
May 30, 2025
| Changes in Form GNL-1- Form for filing an application with Registrar of Companies | July 14, 2025 |
2. | Changes in Forms ADT-1, ADT-2, ADT-3 and introduction of electronic filing of ADT-4 | |||
3. | Changes in Form CRA-2 and CRA-4 | |||
4. | Introduction e-forms for AOC-1, AOC-2, Extract of Board Report, Extract of Auditor‘s Report (Standalone) and Extract of Auditor‘s Report (Consolidated) Changes in the forms AOC-4, AOC-4 CFS, AOC-4-NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS) and CSR-2 | |||
5. | Companies (Management and Administration) Amendment Rules, 2025. | Changes in the forms MGT-7, MGT-7A and MGT-15 | ||
6. | Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Amendment Rules, 2025 | June 06, 2025 | Changes in Form AOC-4 XBRL and mandate to attach signed financial statements as a PDF file. |
MCA vide circular dated May 30, 2025 has amended Rule 8(5) of the Companies (Accounts) Rules, 2014 to modify the disclosures in Board’s report as follows:
- In addition to the statement that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under POSH, the following details shall be disclosed:
(a) number of complaints of sexual harassment received in the year;
(b) number of complaints disposed off during the year; and
(c) number of cases pending for more than 90 days - A statement by the company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961
The above changes are effective from July 14, 2025. It may be noted that the above disclosures are not applicable for Board’s Report of One Person Company and Small Company.
MCA vide circular dated June 16, 2025 clarified that where the due date of Annual filing and related e-forms (without additional fees) or resubmission date falls between June 18,2025 and July 13, 2025, such filings shall be permitted without any additional fees up to August 15,2025.
eForm CSR-2 is required to be filed as a linked form to AOC-4 w.e.f July 14, 2025 in the MCA V3 portal. However, MCA vide circular dated June 16, 2025 has made an exception permitting independent filing of CSR-2 using the V2 SRN of Form AOC-4/AOC-4 (NBFC)/AOC-4 (XBRL) between July 14, 2025 and August 15, 2025. This has been allowed in view of the transition from V2 to V3 wherein CSR-2 has been decommissioned from the V2 portal w.e.f June 18, 2025.
Section 186(11)(a) of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 exempts the Non-Banking Financial Companies (NBFCs) registered with the RBI and engaged in the business of giving loans or providing guarantee/security for due repayment of loan availed by any person in the ordinary course of business, from complying with the provisions under Section 186 except sub section (1).
Pursuant to representation received from the International Financial Services Centres Authority (“IFSCA”), it is proposed to amend the aforesaid rules to include Finance Companies registered with IFSCA within the scope of such exemption.
MCA on June 26, 2025 has published draft rules enabling the same. Suggestions/comments have been invited and may be shared by July 17, 2025.
(Open MCA notification dt June 26, 2025)
(Open MCA Public Notice)
Others
NSDL vide circular dated June 03, 2025 has notified that demat account holder intending to transfer of shares of a Private Limited company shall submit confirmation from the private company concerned along with the Delivery Instruction Slip (DIS). The additional requirement to obtain consent from the private company concerned is a much needed mandate, aligning with the restrictions contained in the AOA of Private Companies with respect to share transfer.
The format of the consent to be obtained has been provided in the Annexure to the Circular.
SEBI Updates
In terms of Regulation 58(1)(b) of SEBI LODR Regulations, entities having listed Non-Convertible Securities (NCS) have to send hard copy of statement containing the salient features of all the documents (the Statement) as specified in Section 136 of the Companies Act, 2013 and rules made thereunder to those holders of NCS who have not registered their email address with the Company or the Depository.
In view of the MCA circular dated September 19, 2024 which extends similar relaxation, SEBI vide circular dated June 05, 2025 has provided relaxation from compliance with the aforesaid Regulation as per the details below:
- Entities who have complied with MCA circular dated September 19, 2024 and not sent hard copy of the Statement as mentioned above, shall not be subject to any penal action for non-compliance of Regulation 58(1)(b) for the period from October 01, 2024 to June 05, 2025.
- Relaxation from complying with Regulation 58(1)(b) of LODR has been given for the period from June 06, 2025 to September 30, 2025, subject to disclosure of web-link to the Statement in the advertisement in terms of Regulation 52(8) of the SEBI LODR.
In order to facilitate issuers to raise funds through issuance of ESG debt securities (other than green debt securities) i.e. social bonds, sustainability bonds and sustainability-linked bonds, SEBI has issued operational framework in consultation with Industry Standard Forum. Highlights of the same are given below:
- Circular is effective from June 05, 2025 and will be applicable for ESG debt securities listed/ proposed to be listed.
- The requirements of this circular are required to be complied in addition to the SEBI NCS Regulations and SEBI LODR Regulations.
- The debt securities shall be labelled as ‘social bonds’ or ‘sustainability bonds’ or ‘sustainability-linked bonds’ only if the funds raised through the issuance of such debt securities are proposed to be utilised for financing or refinancing projects and/or assets aligned with any of the recognized standards or fall under the definitions given in Circular.
i) Disclosure Requirements
In addition to adherence of obligations in accordance with the relevant international standards that the securities are aligned/ issued with, issuer desirous of issuing social bonds or sustainability-linked bonds have to comply with:
- the initial disclosure requirements in the offer document for public issue or private placement
- continuous post listing obligations
- appointment of independent third party reviewer/certifier
- make disclosures in the Offer Document as specified in Annexure A to the Circular
An issuer desirous of issuing sustainability bonds shall comply with the provisions specified for green debt security as specified in chapter IX of the NCS Master Circular.
ii) Responsibility of the issuer
- Shall maintain a decision-making process which it uses to determine the continuing eligibility of the project(s) and/or asset(s)
- Ensure that all project(s) and/or asset(s) funded by the proceeds of bonds meet the documented objectives and proceeds are utilised only for the purpose stated in the offer document
iii) Measures to mitigate the risk of purpose- washing and not being “True to Label
Purpose-washing may be defined as ‘making false, misleading, unsubstantiated, or otherwise incomplete claims about the purpose for which bonds are issued
Issuer shall ensure the following to avoid occurrence of purpose washing:
- Continuous monitoring required to ensure that operation is resulting in reduction of the adverse social impact/ sustainable impact, as envisaged in the offer document.
- Funds should not be utilised for the purposes not falling under the category of bonds as specified in the Circular
- Any of the above instances for the issued bonds shall be disclosed to the investors and early redemption may be undertaken by majority debenture holders
- Misleading labels, hide trade-offs or cherry pick data from research should not be used to highlight social practices/ sustainable practices while obscuring unfavourable data
- Maintenance of highest while adhering to the rating
- Negative externalities associated with utilisation of the funds should be quantified
- No untrue claims giving false impression of certification by a third-party entity
SEBI vide Circular dated August 19, 2024, provided for modalities for migration of Venture Capital Funds (VCFs) to AIFs under the SEBI (Alternative Investment Funds) Regulations, 2012 including conditions under which such migration is allowed. For the schemes whose liquidation period had expired but not wound up and who migrate under AIF Regulations, the circular granted an additional liquidation period till July 19, 2025.
SEBI vide circular dated June 06, 2025 has now extended the additional liquidation period to July 19, 2026. However, last date for applying for migration with SEBI for all eligible VCFs remains as July 19, 2025.
SEBI vide Circular dated February 14, 2025, had notified Industry Standards (“IS”) for disclosure of minimum information to be placed before the audit committee and shareholders, respectively, for approval of Related Party Transactions. These IS formulated by Industry Standard Forum (comprising of ASSOCHAM, CII and FICCI) were made effective from April 01, 2025. A summary of the same was carried in our 309th Issue. Pursuant to feedback received, SEBI vide circular dated March 21, 2025 had extended the timeline for applicability to July 01, 2025.
Based on the feedback, the ISF has revised the Standards and SEBI has notified the same vide Circular dated June 26, 2025. The revised Standards effective from September 01, 2025 specifies that:
- Such minimum information shall be provided to ACB and Shareholders for approval of RPT while placing any proposal for review and approval
- Such information shall be included in the Explanatory Statement of the notice being sent to the shareholders seeking
IFSCA Updates
IFSCA has modified the IFSCA (Anti Money Laundering, Counter-Terrorist Financing and Know Your Customer) Guidelines, 2022 vide notification dated June 05, 2025.
The amendment incorporates provisions of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005 (hereinafter referred to as ‘Rule’) notified vide Gazette notification G.S.R. 419 (E) dated July 19, 2024.
IFSCA has laid down the following policies for Payment Service Providers (PSPs) participating in international payment systems. Prior approval/authorisation of IFSCA is required for the following:
- Participation as members of international payment systems for making/receiving payments to/from banks/financial institutions outside IFSC
- To make / receive payments among PSPs / financial institutions in IFSC which affects domestic IFSC transactions
- Participation as members of international payment systems for making/receiving payments with other PSPs or to/from banks/financial institutions in IFSC subject to compliance of point b) above.
Vide circular dated June 09, 2025, the IFSCA has updated the Framework for Finance Company or Finance Unit under to undertake the activity Global/Regional Corporate Treasury Centre (“GRCTC”). These regulations apply to an entity desirous of seeking registration for undertaking activities of GRCTC or a unit registered as a Finance Company/Finance Unit for undertaking activities of GRCTC. The framework provides conditions for registration, owned fund requirements, Permissible activities, governance requirements etc.
As per the extant framework, at least 5 qualified personnel, based in IFSC shall be employed to undertake the permissible activities including the Head of Treasury and the Compliance Officer before commencement of operations. The updated framework permits the Chairperson of the IFSCA to grant relaxation from above compliance of said requirement upon request. After due consideration of factors, mainly the activities proposed to be undertaken and the proposed business volume, the relaxation may be granted for a period not exceeding one year from the date of commencement of operations.
IFSCA has issued amended Directions on June 23, 2025 to IFSC Banking Units (IBUs) for operation of Foreign Currency Accounts (FCA) of Indian Resident Individuals (RI) opened under the Liberalised Remittance Scheme (LRS). In terms of the said Directions, RI shall provide a declaration confirming that amount being spent from its FCA for availing financial services or financial products in IFSC is for the purpose declared while remitting the money to the FCA under LRS or is for a purpose permitted under LRS.
ESG Updates
NSE Sustainability Ratings and Analytics Limited (“NSESRAL”), a subsidiary of NSE Indices Ltd, assesses the Environmental, Social and Governance performance of companies to provide ESG ratings and related products to stakeholders for making informed decisions.
NSESRAL vide Press Release dated June 06, 2025 has launched ESG ratings for listed companies in India after receiving SEBI registration as a Category I ESG Rating Provider. The initiative aims to promote sustainable business practices by providing transparent, data-driven, and unbiased evaluations of companies’ Environmental, Social, and Governance (ESG) performance. Using a methodology aligned with national and international standards, NSE Sustainability offers comprehensive insights to help stakeholders make informed decisions.
The Global Reporting Initiative (GRI) has launched a new Sustainability Taxonomy, transforming its sustainability reporting standards into a machine-readable format through XBRL (eXtensible Business Reporting Language), the global benchmark for digital business disclosures.
The taxonomy encompasses the complete set of GRI Standards—Universal, Sector, and Topic—enabling organizations to submit sustainability data digitally, either through direct submission to GRI or via an online interface. This adaptable approach simplifies digital reporting, making it accessible to companies of all sizes and technical capabilities.
IBBI Updates
IBBI Vide notification dated May 26, 2025 has amended the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Following changes have been introduced:
- In regulation 18 i.e. Meetings of the committee, a new sub-regulation has been inserted which empowers the committee to direct the Resolution Professional (RP) to invite Interim finance providers to attend such meetings of the committee as observers without any voting rights, as the committee may deem fit.
- A new sub-regulation (1A) has been inserted after Regulation 36A (1) stipulating that the RP may, with the approval of committee, invite expression of interest for submission of resolution plans for the Corporate debtor either as a whole, or for sale of one or more assets of the corporate debtor, or for both.
- Additionally, a new proviso has been introduced after Regulation 38(1)(b) providing that where a resolution plan provides for payment in stages, the financial creditors who did not vote in favour of the resolution plan shall be paid at least pro rata and in priority over financial creditors who voted in favour of the plan, in each stage.
IBBI has issued guidelines on May 27, 2025, entailing the procedure for preparing a panel of Insolvency Professionals to be effective from July 01, 2025 to December 31, 2025, to minimize administrative delays in appointment of the IP. 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 needs to be submitted as per the format provided in Form A of the guidelines. Annexure-I of the guidelines contain the list of Zones, NCLT Bench and Areas covered.
Tax Updates
The CBDT vide circular dated June 09, 2025 has extended the deadline for processing of electronically filed ITRs for AY 2023-24 under Section 139 to November 30, 2025. This applies to valid ITRs with lapsed intimation periods under Section 143(1), excluding those under scrutiny or delayed due to issues attributable to the assesssee. Further, refunds will not be processed where PAN-Aadhaar linkage is pending.
CBDT vide circular dated June 25, 2025 has relaxed the time limit for processing electronically filed income tax returns delayed due to technical issues and condoned the same under Section 119(2)(b) of the Act. Applicable to returns filed by March 31, 2024, where the Section 143(1) intimation period has lapsed, these returns will now be processed with intimations that shall be issued by March 31, 2026. Exclusions include cases with completed assessments, reassessments, recomputations, or revisions. Eligible cases will receive refunds with interest, except where PAN-Aadhaar linkage has not been completed. This measure by the CBDT comes as a relief to taxpayers facing refund delays.
GST Updates
As per the Finance Act, 2023, effective October 01, 2023, filing of GST returns after three years from their due date, covering returns under Sections 37 (Outward Supply), 39 (Payment of Liability), 44 (Annual Return), and 52 (Tax Collected at Source) is not permitted. This includes forms GSTR-1, GSTR-3B, GSTR-4, GSTR-5, GSTR-5A, GSTR-6, GSTR-7, GSTR-8, and GSTR-9.
GSTN vide Advisory dated June 07, 2025 has informed that the GST portal will enforce this rule from the July 2025 tax period. Taxpayers should reconcile records and file pending returns promptly to comply.
GSTN vide Advisory dated June 07, 2025 has informed that from the July 2025 tax period (filed in August 2025), the GST Portal will make auto-populated tax liability in form GSTR-3B non-editable. Taxpayers must correct any discrepancies in outward supplies via Form GSTR-1A before filing GSTR-3B for the same period, streamlining amendments and aligning liability declarations with GSTR-1A.
The GSTN vide Advisory dated June 12, 2025 has addressed technical issues in filing amnesty applications via Forms SPL-01/SPL-02, where payment details in Table 4 are inaccurately auto-populated due to payments made through demand orders, pre-deposits, or GSTR-3B filings. Taxpayers have been advised to proceed with submissions despite mismatches, as the GST portal allows filings even where there is a mismatch. To aid verification, taxpayers must upload all relevant payment details as attachments with their online applications to streamline the process.
GSTN vide Advisory dated June 19, 2025 has issued clarifications on handling inadvertently rejected records on IMS. Highlights are as follows:
- On GST – IMS portal, where a recipient mistakenly rejects invoices, debit notes, or ECO-documents after filing GSTR-3B for the same tax period, they can still claim Input Tax Credit (ITC) by having the supplier re-report the record in GSTR-1A or a subsequent GSTR-1/IFF amendment table. After accepting the amended record on IMS and recomputing GSTR-2B, the recipient can avail full ITC.
- For wrongly rejected credit notes, the recipient reverses ITC by requesting the supplier to re-furnish the credit note in GSTR-1A or a later GSTR-1/IFF amendment table.
- For suppliers, re-furnishing rejected invoices or debit notes in GSTR-1A or amendment tables within the time limit does not increase liability, as only delta values are considered.
- For rejected credit notes, the supplier’s liability initially rises but is reduced upon re-furnishing the credit note, resulting in a single net adjustment.
Statutory Compliance Calendar
July 2025
Quote of the day
"The right word may be effective, but no word was ever as effective as a rightly timed pause." — Mark Twain
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.