Subsidiary status for foreign companies clarified: subsidiaries may be private or public and retain prior incorporation status.
A company incorporated outside India may incorporate subsidiaries in India as either a private company or a public company under the Companies Act, 2013; existing subsidiaries that acquired their status under the earlier Companies Act will continue with the same incorporation status on transition to the New Act, notwithstanding the absence of the former deeming provision.

Form MGT-7 applicability clarified: earlier financial years may use prior annual return forms; inspections permitted free pending company fee specification.
Form MGT-7 does not apply to companies whose financial year closed on or before the cut off; those companies must file returns in the Form applicable under the Companies Act, 1956. Where a company has not specified an inspection fee in its Articles, inspections may be allowed without levy of any fee pending specification of the requisite fee.

Record retention obligations: MTSS Indian agents must maintain records for the revised period under amended PMLA and FEMA.
Authorised Persons who are Indian Agents under MTSS must comply with KYC, AML and CFT obligations and, pursuant to the amendment to Section 12 of the Prevention of Money Laundering Act, are required to maintain and preserve the records specified in earlier RBI guidance for a period of at least five years; the directions are issued under the Foreign Exchange Management Act and the Prevention of Money Laundering Act and are without prejudice to permissions required under other laws.

Record-retention requirement for money changers revised to shorter statutory period under PMLA amendment, affecting KYC and AML obligations.
Authorised Persons engaged in money-changing activities and subject to KYC/AML/CFT obligations must maintain and preserve the required customer and transaction records for at least five years, replacing the prior ten-year requirement; this change follows the amendment to the Prevention of Money Laundering Act and is issued under the Foreign Exchange Management Act and the Prevention of Money Laundering Act, without prejudice to permissions or approvals under other laws.

FPI participation in currency derivatives permitted subject to position limits, underlying exposure requirement and reporting obligations.
FPIs are permitted to trade in the exchange traded currency derivatives segment if eligible under FEMA schedules, subject to position limits per stock exchange. FPIs may take long and short positions up to prescribed thresholds without underlying exposure; exceeding long thresholds requires underlying exposure in Indian debt or equity securities. Short positions have a separate cap and breaches restrict further shorting until compliance. Clearing corporations and custodians must report aggregated positions and underlying exposure market values to the FPI's designated bank.

Minimum AUM requirement for debt schemes mandates maintained corpus and remedial scaling on breach to protect investors.
Open-ended debt oriented schemes must maintain a rolling half-yearly average AUM at or above the prescribed threshold; existing schemes have one year to comply. New fund offers must meet specified minimum subscription amounts for debt oriented, balanced and other schemes. If an open-ended debt scheme breaches the rolling-average requirement, the AMC must scale up the AUM within six months or face applicable regulatory enforcement. Compliance confirmations are to be reported in Half Yearly Trustee Reports.

FPI access to currency derivatives permitted for hedging, subject to exchange position limits and custodian monitoring and reporting.
FPIs are allowed to participate in exchange traded currency derivatives to hedge currency risk on their Indian debt and equity exposures, trading through registered exchange members and subject to prescribed exchange-level position limits; positions beyond limits require demonstrable underlying exposure with the onus on the FPI. Exchanges must report FPI-wise positions to custodian banks, which aggregate positions across venues and OTC contracts, monitor excesses relative to market value of holdings, report transgressions, and trigger applicable penal and foreign exchange actions where aggregated contracts exceed holdings.

Position limits in ETCD require auditor certified underlying exposure beyond set thresholds; AD banks may net and proprietary trade within NOPL.
Domestic participants may take intraday long and short positions in ETCDs up to a prescribed exchange threshold without proving underlying exposures; positions beyond that threshold require auditor certified evidence of contracted export/import or other foreign currency exposures and a CFO undertaking that combined OTC and ETCD contracts correspond to actual exposures. Trading members may book contracts up to a specified fraction of eligible limits on that certificate and, with further auditor certification, book up to the eligible limit. AD Category I banks must verify exposures when acting as trading members and may face regulatory action for non compliance.

Default authorised services in SEZs expanded to include air, rail and travel agent services, allowing UACs further facilitation.
Three travel-related services-Air Travel Agent Services, Rail Travel Agent Services, and Travel Agent Services-are added to the uniform list of default authorised services that UACs may permit in Special Economic Zones; Development Commissioners and UACs may further expand the list to facilitate units and developers.

AIF disclosures: enhanced placement memorandum, reporting, investor exit rights and annual compliance reporting under regulations.
AIFs must enhance investor transparency: Category III funds report end-of-day leverage to custodians by next working day; placement memoranda must include a detailed tabular fees example and disciplinary history, with existing AIFs circulating addenda to investors and filing copies with the regulator. Material changes to placement memoranda trigger defined exit rights for dissenting investors, with managers bearing exit costs and trustees/sponsors overseeing the process. Managers must prepare an annual Compliance Test Report in the prescribed format and report violations to the regulator. Exempted funds must submit prescribed scheme information electronically within the specified period.

Currency export/import limits increased for residents and non-residents, excluding Pakistan and Bangladesh, airport-only entry/exit for visitors.
The circular raises the ceiling on Indian currency notes that residents and most non-residents may carry into and out of India, while excluding movements to and from Nepal and Bhutan and excluding citizens and travellers to and from Pakistan and Bangladesh; non-residents' entry and exit with currency notes is restricted to airports. Authorised Persons are directed to inform constituents, and the change amends the Foreign Exchange Management (Export and Import of Currency) Regulations, 2000 under provisions of the Foreign Exchange Management Act, 1999.

Corporate social responsibility spending must align with Schedule VII, using project-based activities and excluding routine statutory or one-off expenses.
Corporate social responsibility under section 135 of the Companies Act, 2013 is to be implemented through activities relatable to Schedule VII, with Schedule VII interpreted liberally to capture the essence of the listed subjects. CSR spending must be undertaken in project or programme mode, and one-off events, advertisements, sponsorships and similar isolated activities do not qualify as CSR expenditure. Expenditure incurred to satisfy obligations under other laws is excluded. The circular also clarifies the treatment of foreign holding company spending routed through an Indian subsidiary, registered trusts, and corpus contributions to trusts, societies and section 8 companies.

Annual Return on Foreign Liabilities and Assets: revised reporting format mandates electronic filing and valuation rules.
The circular mandates electronic annual filing of the Annual Return on Foreign Liabilities and Assets by Indian companies receiving or making foreign investments, revises the FLA form to collect Outward FATS data, prescribes valuation methods (market value for listed equity; OFBV for unlisted; nominal value for most debt/claims), details sectioned reporting of liabilities and assets (direct investment, portfolio investment, other investment), defines classification and exchange rate rules, and requires submission in the prescribed format to the designated e-mail address, while preserving confidentiality and noting regulatory amendment under the Transfer or Issue of Security Regulations.

Health permit requirements for rice exports to Iran: APEDA certification and lab testing now required for clearance.
Exports of Basmati and Non Basmati rice to Iran must comply with Iran's Executive Instructions requiring source registration, lab testing, labelling and issuance of health/import permits. APEDA is designated to issue a consolidated certificate covering Health, GMO Free, Phenol Residual Free, and Heavy Metal/Mycotoxin compliance per Iran's National Standard No.13120. Exporters must submit consignment samples to APEDA approved laboratories, apply to APEDA with prescribed forms and fees, and meet Annexure documentary requirements for source registration and clearance.

Customs Broker Licence Renewal requires substituted security, compliance declarations, identity-card details, membership proof and PAN documentation.
Renewal of a Customs Broker Licence requires a substituted security deposit through National Savings Certificates, bank guarantee or postal security with ten-year validity, along with prescribed supporting documents. Applicants must declare compliance concerning constitution or address, identity cards, account maintenance, pending cases and departmental arrears. They must also provide Form B, details of Form F/G/H card holders, a valid association membership certificate and, if not previously furnished, an attested or notarised PAN copy. Other licensing conditions remain unchanged.

FPI investment in non-convertible preference shares permitted, counted against corporate debt limits and allowed on repatriation basis.
Permitting Foreign Portfolio Investors (FPIs) to invest on a repatriation basis in non-convertible, redeemable preference shares and debentures of Indian companies listed on recognised exchanges, where such securities may be issued to non-resident holders as bonus under a court-approved scheme subject to tax authority no-objection; such FPI investments are to be reckoned against the Corporate Debt Investment Limit.

Minimum subscription requirement for public debt issues set with refund, oversubscription retention limits and enhanced prospectus disclosures.
SEBI mandates a 75% minimum subscription of the base issue size for public debt issues, sets a minimum base issue size, caps retention of over-subscription generally at 100% of the base size (with shelf and tax-free bond exceptions), requires refunds with interest for unmet minimum subscription, and prescribes enhanced prospectus disclosures including granular allocation of issue proceeds, a 25% cap on general corporate purposes, NBFC-specific lending disclosures, and specified additional clauses and certifications in the offer document.

Export container movement controls require CFSs to secure bonds, indemnities and documentation before port entry.
Custodians/Cargo Service Providers must execute a bond equal to ten percent of prior-month export value with a bank guarantee, provide an indemnity bond, and maintain mandatory real-time soft records of shipment details. After meeting these conditions and obtaining an NOC from the Enquiry Unit, only approved CFSs may move export-laden containers to the Chennai Port; movement requires completion of verification, examination and issuance of Let Export Order at the CFS and adherence to documentary requirements before scheduling transfers to the Port.

E-voting: electronic votes take precedence; show-of-hands and poll demands are inapplicable and e-votes remain final.
The circular postpones mandatory compliance with the e-voting provisions under Section 108 and rule 20 until 31st December, 2014 and provides operational clarifications: show of hands is excluded where rule 20 applies; e-votes are final though voters may still attend meetings; items falling under the postal-ballot rule must be transacted only by postal ballot; demand for poll is not relevant for companies covered by rule 20 because e-voting follows the one-share one-vote principle; no separate postal-ballot option exists for shareholders who neither attend nor e-vote; the chairperson must regulate meeting voting in accordance with share-proportion; voluntary adoption of e-voting by non-mandated companies invokes the full rule 20 procedure.

KYC harmonization for FPIs: DDPs may transfer verified KYC documents to banks on written authorization, with certification.
DDPs may share FPIs' KYC documents with banks upon written authorization; hard copies may be transferred via authorised representatives. DDPs must certify that documents were verified with originals or that notarised copies were obtained where applicable, and both DDPs and banks must keep signed records of the transfer. The requirements apply to new and existing FPI clients.