Volume #17 | IssueNo. 310/2025 | March 2025
Sleep your way to Health !
Anyone found lazing around, my mother would chide them “you are good for nothing. Only capable of OO-MA-HE”. Meaning (in Kannada) only indulging in “Oota (eating), Malagodu (sleeping), Helu (excretion)” and nothing else. Seems simple tasks of our everyday life but unless you are healthy you cannot eat well, sleep well and excrete well. Reverse is true – unless all the 3 happen, you are not healthy either. With age, one realises how tough this gets and how blissful it is to have appetite to eat, to fall asleep naturally and to be able to purge toxins from the body every single day.
- While OO-MA-HE are the 3 indicators of health, my nutritionist Dr. Gauri Rokkam (author of the newly released book “Craft Your Wellness – Balance Your Mind, Body and Spirit”) advocates “Ahara (food), Vihara (movement), Vichara (thought), Vyayama (exercise) and Nidra (sleep)” as the 5 pillars of good health. Listing DEEP SLEEP as one of the self-assessment parameters of Nature Cure, she says :
“…….Constant stress and mental chatter do not allow people to relax enough to fall asleep. Sleep is a critical part of our lives. Repair and rejuvenation hormones are released during sleep that bring the body back to normalcy every single day. Inadequate and disturbed sleep is a precursor to many health challenges…..”
- Kamlesh D Patel (a.k.a Daaji), Founder of Heartfulness Meditation says :
“Sleep is more than rest; it is cellular repair, emotional regulation and cognitive consolidation. Beyond biology, sleep holds a deeper spiritual significance. Many traditions recognise bedtime as a sacred moment for reflection and transformation. Surrendering desires before sleep unburdens the heart, allowing deep-seated impressions to dissolve. Neuroscience shows positive affirmations before sleeping lower stress hormones and enhance subconscious processing, making this an ideal time for spiritual growth.”
- Who better to share about the significance of SLEEP than a person with a mental health condition! Ragini (name changed), who is struggling with a bipolar disorder for years, shares :
“A Bipolar patient’s first symptom of not being stable is sleep deprivation. It is so many years since I have not watched the sunrise or enjoyed my morning walks as I cannot wake up early. I need to complete my sleep quota. I cannot sleep unless I pop pills, let it be any hour of the day. My mornings are always groggy and sluggish. Never fresh as a flower. I miss many social gatherings and late night parties as I have to pop my pills on time and hit the bed. Missing even a single time leads to dreadful complications – either mania or depression.
Friends, the brain like any other vehicle needs rest. Else your thoughts start spiralling and lead to various mental and physical disorders. If you are able to turn off your gadgets and have a disciplined life by waking up on time and going to bed on time, your are the richest person on earth as Sleep cannot be bought and Drug-induced sleep is not really restful”.
While World Sleep day is celebrated on 14th March, World Bipolar Day is observed on 30th March on the birthday of Vincent van Gogh, the great painter, who was posthumously diagnosed with bipolar disorder. This international awareness day aims to educate people about bipolar disorder, eliminate social stigma, and promote sensitivity towards individuals living with the condition. More about this some other time.
For now, focus on SLEEP – naturally without devices, without special beds, without medication. For as Tom Roth says “Sleep is an investment in the energy you need to be effective tomorrow.”
While Sleep is non-negotiable, just looking at the spate of notifications and circulars issued by SEBI alone in March, 2025, I am not sure as professionals how we can manage sleep and work perfectly. This 310th issue of Samhita is quite heavy in that it carries several updates released on ESG (including a Supreme Court judgement that calls Sustainable Development as part of Right to Life), by SEBI, IFSC, MSME, IBBI, IT and GST.
In addition to the above, our firm’s annual compliance calendar for FY25-26 (pvt. Ltd., LLP, section 8, OPC etc.) can be accessed here.
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
Regulatory Updates
Supreme Court Upholds Sustainable Development as a Fundamental Right
“Sustainable Development” as defined by Brundtland Report means “development that meets the needs of the present without compromising the ability of the future generations to meet their own needs.
In a landmark ruling, the Supreme Court of India upheld that Sustainable Development is an integral part of the Right to Life under Article 21 of the Constitution. The judgment, delivered on March 17, 2025, in Auroville Foundation vs. Navroz Kersasp Mody & Ors., overturned National Green Tribunal (NGT) orders that had halted road construction in Auroville due to environmental concerns.
The Court reaffirmed that sustainable development balances ecological preservation with economic growth and cited key precedents, including Vellore Citizens Welfare Forum vs. Union of India (1996). It emphasized that while the right to a clean environment is fundamental, industrialization and development also hold constitutional priority under Articles 14, 19, and 21.
The Court also underlined the “need for sustainable development (that) strikes a golden balance between the right to development and the right to a clean environment”.
The ruling reinforces the need for a balanced approach between environmental protection and economic progress.
ESG Updates
Japan’s Sustainability Standards Board (SSBJ), set up in 2022 has released its first Sustainability Disclosure Standards, aligning with ISSB’s IFRS framework for global comparability. The three new standards cover Application Standard, General Disclosures and Climate-related Disclosures serving as a guide to companies on sustainability risks and opportunities. These standards are expected to be adopted by Tokyo Stock Exchange Prime Market-listed companies, strengthening Japan’s ESG transparency.
The Science Based Targets initiative (SBTi), a corporate climate action organization has published draft revision of its Corporate Net-Zero Standard, aiming to accelerate corporate decarbonization. The proposed updates focus on tackling challenges in scope 3 emissions, enhancing accountability, and incentivizing climate finance and carbon removals.
Key areas of the proposed revision include:
- Focus on Action: Proposals include a commitment to move to low-carbon electricity no later than 2040.
- Improved Tracking & Accountability: New requirements for progress assessment and reporting.
- Simplified Requirements for SMEs & Developing Markets: Streamlined criteria to encourage wider participation.
- Support for Carbon Removals & Climate Finance: Interim targets and recognition for Beyond Value Chain Mitigation (BVCM).
Clearer Scope 1 & 2 Guidelines: Commitments like transitioning to low-carbon electricity by 2040
Equinix has become the first U.S. corporate in over five years to enter the Singapore dollar bond market, issuing SGD 500 million in green bonds. The 3.50% senior notes, due in 2030, closed on March 13, 2025, bringing Equinix’s total global green bond issuances to approximately US$7.3 billion. The funds will support sustainable infrastructure, renewable energy, and decarbonization efforts, aligning with Equinix’s Future First strategy. The issuance also supports Singapore’s National AI Strategy and Green Plan 2030.
SEBI Updates
SEBI vide notification dated March 03, 2025 (published in the Official Gazette on March 08, 2025) has amended the SEBI Issue of Capital and Disclosure Requirements Regulations, 2015. Various revisions to the IPO framework have been introduced these amendments, paving way for ease of doing business. For highlights of the amendments, refer the link below.
(Open Highlights SEBI ICDR Amendments)
(Open SEBI ICDR Amendments dt March 08, 2025)
SEBI vide notification dated March 27, 2025 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These amendments are effective immediately. Highlights of the amendments are as follows:
– In Regulation 3 and 34 pertaining to Business Responsibility and Sustainability Report, the term assurance has been replaced with “assessment or assurance of the specified parameters” providing an option to the issuer to either provide assurance or assessment of relevant parameters in the Report.
– Regulation 15(1A) which specifies applicability of LODR to High Value Debt Listed Entities (HVDLEs) has been amended to increase the threshold limits of outstanding listed Non-Convertible Debt securities for such entities from Rs. 500 crore or more to Rs. 1000 crore or more. If the threshold limits are breached during the course of the year, HVDLEs shall ensure compliance of applicable LODR provisions within 6 months from date of breach. Further, the disclosures of such compliance shall be made in the corporate governance report on and from the 3rd quarter following the date of trigger.
– Regulation 15(1AA) has been inserted to clarify that once Regulation 15 to 27 of LODR becomes applicable for HVDLEs, it shall continue to apply till the value of the outstanding listed debt securities as on March 31 in a year, reduces and remains below the aforesaid limits for a period of 3 consecutive financial years.
– Chapter VA with Corporate Governance norms applicable for such HVDLEs has been added in LODR.
– Regulation 15(2) has been amended to extend the applicability of Regulation 23 pertaining to Related Party Transaction to entities listed on SME Exchange and which has either paid up equity share capital exceeding Rs. 10 crore or net worth exceeding Rs. 25 crore as on the last day of the previous financial year. SME listed entities for whom Regulation 23 becomes applicable at later date, compliance shall be ensured within 6 months from such date. Further, once applicable, it shall continue to apply till such time the equity share capital and the net-worth of such entity reduces and remains below the threshold limits for 3 consecutive years.
– Explanation under Regulation 17A pertaining to Maximum number of directorships has been amended to specify that the limit shall be cumulative of entities which have listed its equity shares as well as HVDLEs. However, the directorships held by a person on an ex-officio basis due to statute or applicable contractual framework in case of public sector undertakings and entities set up under a public private partnership arrangement shall not be included in calculating the maximum number of directorships. Further, these amendments shall become effective after 6 months from publication in the Official Gazette or the date of AGM whichever is earlier.
Pursuant to the recommendations of the Expert Committee and comments received through public consultation, SEBI vide circular dated March 28, 2025 has released revised framework for ESG Disclosures. Consequential amendments under SEBI LODR and partial modifications under Master Circular on SEBI LODR dated November 11, 2024 have been notified. These amendments aimed at facilitating ease of doing business are effective immediately unless otherwise specified. Highlights of these amendments are as follows:
- Disclosure of Green Credits under Principle 6 of BRSR – details of such Green Credits procured or generated by the listed entity and by the top 10 (in terms of value of purchases and sales, respectively) value chain partners
- Addition of few new KPIs for assessment or assurance such as job creation in small towns, open-ness of business, gross wages paid to women etc.
- Flexibility to opt for either assurance or assessment of BRSR Core. However, the listed entity shall ensure that there is no conflict of interest with the assessment or assurance provider appointed for assessing or assuring the BRSR Core.
- ESG Disclosures for value chain has been deferred by one year and the thresholds for value chain have been revised. The value chain shall consist of top upstream and downstream partners of a listed entity, individually comprising 2% or more of the listed entity’s purchases and sales (by value) respectively. However, the listed entity may limit disclosure of value chain to cover 75% of its purchases and sales (by value) respectively.
- ESG disclosures for the value chain shall be applicable to the top 250 listed entities (by market capitalization), on a voluntary basis from FY 2025-26. Further, the assessment or assurance of the above shall be applicable on a voluntary basis from FY 2026-27.
Integrated filing for various corporate governance disclosures under the SEBI LODR was introduced vide amendment dated December 12, 2024. BSE and NSE vide circular date February 28, 2025 have notified the launch of Integrated Filing (Governance) with effect from March 1, 2025. The single filing system through API-based integration has been made available for the following disclosures under SEBI LODR:
Particulars | Regulations as per SEBI LODR/Depository Regulation | Effective Date | Type of Listed Companies | |||
Only Equity | Equity + Debt | Exclusively Debt | REITs and INVIT | |||
Investor Grievance Report | 13 (3) | Oct 01, 2024 | Merged with Integrated Filing (Governance) Pursuant to SEBI circular dt Dec 31, 2024 | ✔ | Shall be communicated later | |
Corporate Governance Report | 27 (2) | Oct 26, 2024 | Shall be communicated later | Shall be communicated later | ||
Reconciliation of Share Capital Audit Report | 76 | Nov 15, 2024 | ✔ | ✔ | – | – |
Meetings of shareholders and voting | 44 (3) | Dec 28, 2024 | ✔ | ✔ | – | – |
Integrated Filing (Governance) | 13(3), 27(2) and 30 | March 01, 2025 | ✔ | ✔ | Shall be communicated later | Shall be communicated later |
(Open BSE circular dated February 28, 2025)
(Open NSE circular dated February 28, 2025)
SEBI vide notification dated March 11, 2025 has amended SEBI (Prohibition Of Insider Trading) Regulations, 2015. These amendments are effective from June 10, 2025. Highlights of the amendments are as follows:
a) The definition of Unpublished Price Sensitive Information (UPSI) has been amended to include information various events as UPSI. Following are some of the newly added information or events in the definition of UPSI, thereby expanding its scope:
- award or termination of order/contracts not in the normal course of business
- change in rating other than ESG rating
- fund raising proposed to be undertaken
- agreements, by whatever name called, which may impact the management or control of the company
- fraud or defaults by the company, its promoter, director, key managerial personnel, or subsidiary or arrest of key managerial personnel, promoter or director of the company, whether occurred within India or abroad
- giving of guarantees or indemnity or becoming a surety, by whatever named called, for any third party, by the company not in the normal course of business
- resolution plan/ restructuring or one time settlement in relation to loans/borrowings from banks/financial institutions;
b) Regulation 3 for Communication or procurement of Unpublished Price Sensitive Information has been amended to permit entry of information not emanating from within the organisation not later than 2 calendar days from the receipt of such information in the Structured Digital Database.
c) Schedule B [Minimum Standards for Code of Conduct for Listed Companies to Regulate, Monitor and Report Trading by Designated Persons] has been amended to state that trading window may not be closed for unpublished price sensitive information not emanating from within the Listed Company.
SEBI vide circular dated February 14, 2025 had introduced “Industry Standards” for listed entities for RPT disclosure to Audit Committee and Shareholders, effective from April 01, 2025. Considering the request received from various stakeholders, SEBI vide circular dated March 21, 2025 has extended the timeline for applicability of the same till July 01, 2025.
Industry Standards Forum has also been advised to consider the feedback received for simplification of the Industry Standards and release the same in a time-bound manner to meet the revised timelines.
Based on recommendations of the Social Stock Exchange Advisory Committee and public comments received, SEBI vide circular dated March 19, 2025 has reduced the minimum application size for subscribing to Zero Coupon Zero Principal Instruments from Rs. 10,000 to Rs. 1,000 under the Social Stock Exchange Framework.
As per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), Key Performance Indicators (KPIs) should be disclosed in the draft Offer Documents & Offer Documents.
To facilitate uniform approach in identification and disclosure practices of KPIs, the Industry Standards Forum (“ISF”) with representatives of ASSOCHAM, CII and FICCI has formulated Industry Standards for effective disclosure of KPIs in the draft offer document and offer document. Vide SEBI circular dated February 28, 2025, these standards have been made effective for offer documents that will be filed on or after April 01, 2025.
Objective is to:
- Ensure consistent disclosure of KPIs in offer documents for standardization and to aid in comparability;
- Promote comparability across different offerings within the same industry, enabling investors to make better-informed decisions;
- Remove inconsistency and ambiguity in disclosure practices to enhance transparency;
- Present measurable metric to help investors make an informed decision with respect to valuation; and
- Provide potential investors with the necessary information to evaluate the Issuer Company’s financial and business performance at the time of the IPO and in the future.
Main aspects covered in the Industry Standards:
Part A: Key Performance Indicators (KPIs)
- Definition of Key Performance Indicators (KPIs)
- Classification of Key Performance Indicators (KPIs)
- Standards for Definitions of terms used for disclosing KPIs
Part B: Identification of KPIs
- Process of selection of KPIs
- Certification process to be initiated for Selected KPIs
- Approval by the Audit Committee
- Certification by Certifying Professional
Part C: Format and Presentation Standards for disclosing KPIs
- Suggested format and presentation for Disclosing KPIs
- Standards for presenting KPIs
Part D: Continuous Disclosure Requirements of KPIs.
- Standards for continuous disclosure requirements of KPIs.
As part of its efforts towards minimizing the creation of Unclaimed Assets, SEBI vide Circular dated March 19, 2025 has proposed to use DigiLocker as one of the options.
The inclusion of Mutual Fund and demat holding statements within DigiLocker, can make available the entire financial holdings of individuals in a single account. It also provides for nomination facilities who is authorized to access the information upon demise of the user.
DigiLocker is digital document wallet of the Government of India (GoI), facilitating citizens in obtaining and storing documents like Aadhaar, PAN, Driving Licence, Death Certificate, etc. and deemed to be at par with originals.
As per Regulation 10(7) of Takeover Regulations, an acquirer has to submit a report along with supporting documents and non-refundable fee to SEBI in respect of any acquisition of or increase in voting rights pursuant to certain exemptions provided for in Regulation 10.
In order to facilitate ease of operations in terms of submission and processing of these reports, SEBI vide circular dated March 20, 2025 has introduced online filing system through SEBI Intermediary Portal (SI Portal) in place of email submission.
Simultaneous reporting (email & SI portal) shall continue till May 14, 2025 and reporting shall be only through SI portal from May 15, 2025.
Regulation 31 of SEBI LODR deals with the disclosure of shareholding pattern and manner of maintaining shareholding in dematerialized format. To provide clarity & transparency in the disclosure of shareholding pattern to the investors in the securities market, SEBI vide circular dated March 20, 2025 has amended shareholding pattern to include:
- Non-Disposal Undertaking, other encumbrances & details of pledged shares
- Convertible securities to include ESOPs, Warrants etc.
- Total number of shares on fully diluted basis to include ESOPs, Warrants, Convertible Securities etc.
In terms of amended Regulation 85 of SEBI ICDR Regulations, Rights Issues shall be completed within 23 working days from the date of approval of the Board of Directors of the Issuer.
Accordingly, SEBI vide circular dated March 11, 2025 has introduced the revised timelines for completion of the various activities involved in Rights Issue process from the date of approval by the Board of Directors of the Issuer till the date of closure of Rights Issue.
IFSC Update
To ensure the stability, resilience and credibility of the financial services offered within GIFT IFSC, the IFSCA vide circular dated March 10, 2025 has introduced Guidelines on Cyber Security and Cyber Resilience for Regulated Entities (REs) in IFSCs. These guidelines intend to lay down IFSCA’s broad expectations from REs.
Key Components of Guidelines:
- Governance
- Cyber Security and Cyber Resilience framework
- Third party risk management
- Communication & awareness
- Audit
Implementation of Guidelines will be in accordance with principle of proportionality after taking into consideration:
- Scale & complexity of operations
- Nature of the activity the entity is engaged in
- Interconnectedness with the financial ecosystem
- Corresponding cyber risks the entity is exposed to
However, the following categories of REs have been exempted from complying with the Guidelines subject to certain conditions and for a period of 3 years:
- Operating in the form of a branch of a regulated Indian or foreign entity
- Providing services to their group entities only. Eg: Global In-House Centres
- Which have less than 10 employees
- Foreign universities set up in IFSCs
Others
The Ministry of Micro, Small and Medium Enterprises vide notification dated March 21, 2025 has revised the criteria for classification as MSME by increasing the investment and turnover limits for each category. This reflects an intent to broaden the scope of MSMEs, accommodate inflation, economic growth and the evolving needs of businesses. The revised limits effective from April 01, 2025 are as follows:
Criteria | Micro Enterprise | Small Enterprise | Medium Enterprise |
Investment in Plant and Machinery or Equipment | Up to ₹2.5 crore (previously ₹1 crore) | Up to ₹25 crore (previously ₹10 crore) | Up to ₹125 crore (previously ₹50 crore) |
Annual Turnover | Up to ₹10 crore (previously ₹5 crore) | Up to ₹100 crore (previously ₹50 crore) | Up to ₹500 crore (previously ₹250 crore) |
In July 2024, the MCA had revised the form MSME-1 for mandating companies with payments pending for more than 45 days to micro or small enterprises, from the date of acceptance or deemed acceptance of goods/services under Section 9 of the MSME Act, 2006 to report the following data in Form MSME-1:
- Details of Amount paid within 45 days
- Details of Amount paid after 45 days
- Amount Outstanding for 45 days or less
- Amount Outstanding for more than 45 days
The above data was quite onerous in nature from a reporting perspective as even those dues to MSMEs which were paid within stipulated time period were also required to be reported.
The Ministry of MSME vide notification dated March 25, 2025 has notified that all such companies shall submit the Form MSME-1 with the following details:
- the amounts of payments due; and
- the reasons of the delay
This notification reverts to the original position as mentioned in the MCA notification dated January 22, 2019. A revised Form MSME-1 may be expected to be released by MCA.
IBBI Updates
Vide circular dated March 17, 2025 the IBBI has directed all Insolvency Professionals (IPs) to make the disclosure of carry forward of losses in the Information Memorandum (IM) more comprehensive and robust. The IPs have been mandated to provide a separate section for such details in the IM. The details shall include the following aspects:
a) The quantum of carry forward losses available to the corporate debtor;
b) A breakdown of these losses under specific heads as per the Income Tax Act,1961;
c) The applicable time limits for utilizing these losses; and
d) If there are no carry forward of losses available to the Corporate debtor, the Information Memorandum should explicitly specify the fact.
Tax Updates
CBDT vide circular dated March 17, 2025 has issued FAQs on updated compounding guidelines that are in effect since October 17, 2024. The revisions simplify the process by removing offence categories, application limits, and time restrictions, allowing compounding of sections 275A and 276B offences. Companies can file unlimited applications, with the new rules applying to both pending and fresh cases. Key points include application formats, fees, TDS jurisdiction, and options to withdraw or reapply after rejections. All offences are now compoundable, and pending applications automatically shift to the revised framework without resubmission or extra fees. Appeals need not be withdrawn before applying, but must be withdrawn post-compounding.
The FAQs clarify multiple scenarios, enhancing awareness of the streamlined guidelines.
Ministry of Finance vide Notification dated March 25, 2025 has introduced safe harbour rules under Section 92CB for Assessment Year 2025-26. Aimed at enhancing clarity in transfer pricing, the amendments adjust Rule 10TA (lithium-ion batteries for EVs), Rule 10TD (specified categories), and Rule 10TE (assessments). These changes foster compliance and transparency for taxpayers in targeted transactions and industries starting the next fiscal year.
GST Updates
Taxpayers are facing challenges while filing GST waiver applications (SPL-01/SPL-02) due to missing order numbers, depopulated details, payment adjustment errors, and difficulties withdrawing appeals. GST Department vide announcement dated March 21, 2025 has clarified that the deadline for filing waiver applications is June 30, 2025 and not March 31, 2025. However tax payments under the scheme must be completed by March 31, 2025. If the issues persist, taxpayers can use Form DRC-03 for voluntary payment, linking it with Form DRC-03A, and verify their electronic liability ledger if SPL-02 details don’t auto-populate. To ensure compliance, make payments by March 31 and file applications by June 30, reporting unresolved issues via grievance tickets.
Statutory Compliance Calendar
April 2025
Quote of the day
"Sleep is the silent healer, the quiet comforter, and the fuel for a brighter tomorrow."
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.