Director's enforcement powers expanded under PMLA: warnings, compliance directions, reporting obligations and fines for non compliance.
Amendment expands the Director's enforcement powers to issue warnings, direct compliance measures, require periodic reports, or levy monetary fines for failures by reporting entities, designated directors or employees to meet KYC, AML, CFT and PMLA obligations; Authorised Persons under MTSS should nominate a designated Director to ensure compliance, and the directions are issued under the foreign exchange regulatory provisions and PMLA without prejudice to other legal permissions.

Powers of Director under PMLA enable warnings, compliance directions, reporting and fines; authorised persons must appoint a designated Director for compliance.
Amendment to Section 13(2) of the PMLA empowers the Director to issue warnings, direct specific compliance measures, require periodic reports, or levy fines where reporting entities fail to meet PMLA obligations. Authorised Persons should nominate a Board member as a designated Director to ensure compliance with KYC, AML and CFT requirements; the circular is issued under FEMA and the PMLA and does not affect other statutory permissions.

Customs broker security requirement clarified: enhanced security not required for renewals, standardized renewal documents prescribed.
Enhanced security required for fresh licences under the Customs Brokers Licensing Regulations, 2013 shall not be imposed on holders of valid licences issued under prior regulations at the time of renewal; other regulatory conditions remain applicable. The Board prescribes a uniform renewal document set: declaration on constitution/address, Forms G/H submission and accounts maintenance, Form B licence copy, Photo Identity Card list with numbers and validity, association membership certificate where applicable, and PAN copy if not earlier provided.

Share transfer compliance: pre-reform transfer forms are acceptable if timely; boards may delegate duplicate-certificate powers to committees.
Clarifications state that share transfer forms executed before 1 April 2014 are contractual and must be accepted for registration if submitted within the period prescribed under the prior law; late submissions require company satisfaction as to delay, and refusal must be communicated with reasons within the time prescribed. Powers under rule 6(2)(a) to issue duplicate share certificates may be delegated to a committee of directors, subject to board-imposed regulations.

Delegation of powers to AD banks permits transfer of foreign office assets to Indian entities on closure, subject to specified documentary safeguards.
AD Category I banks may permit transfer of assets of Liaison, Branch and Project Offices to Indian subsidiaries, joint ventures or other entities when the foreign entity intends to close its operations, provided the office has complied with reporting and registration requirements, a Statutory Auditor certificate detailing acquisition, book value and sale consideration (not exceeding book value) is furnished, assets derive from inward remittances and applicable taxes are paid; AD banks must preserve documents and ensure subsequent closure procedures are followed.

Conversion of public to private: file and process under existing Companies Act provisions until new rules are notified.
Where the new Act's provisions for conversion have not been notified, the earlier statutory provisions continue to govern conversion of a public company to a private company; therefore applications, including Form INC-27, must be filed and disposed of by Registrars of Companies under the existing delegated authority and prior law.

Form MGT-10 filing: physical submission with professional certification and attachment to GNL-2 until e-form available.
Stakeholders must physically complete Form MGT-10, obtain professional signature/certification, and submit it as an attachment to General E-Form No. GNL-2 until an electronic MGT-10 is made available; fees applicable will follow the Table of Fees under the Companies (Registration Offices and Fees) Rules, 2014.

PAN requirement for foreign nationals: declaration allowed when no PAN; resident directors must provide PAN at incorporation.
A foreign national subscriber or promoter who lacks a Permanent Account Number (PAN) must attach a prescribed proforma declaration to the incorporation form stating they are not required to obtain PAN, have not been issued PAN, and will furnish PAN to the Registrar of Companies when allotted; a proposed company's resident director must submit PAN details at incorporation.

Independent director pecuniary relationship clarified: arm's length transactions and specified remuneration do not disqualify appointment.
An independent director is not treated as having a pecuniary relationship where transactions are in the ordinary course of business at arm's length; receipt of fees under section 197(5), reimbursement of expenses, and member approved profit commission are excluded. Existing IDs must be expressly reappointed under sections 149(10)/(11) read with Schedule IV within one year of 1 April 2014 if so intended. Terms under section 149(10) may be for less than five years but count as one term; no more than two consecutive terms are permitted and a three year cooling off applies. Appointment must be formalized by a letter under Schedule IV.

Transitional exercise of Tribunal functions permits Company Law Board to exercise tribunal powers until notification under the new Act.
The Order provides for transitional exercise of Tribunal functions by the existing Company Law Board: until the Central Government notifies a date under the new Act's transitional provisions, the Company Law Board constituted under the previous statute shall exercise the jurisdiction, powers, authority and functions of the Tribunal, ensuring administrative continuity pending formal transfer under the new Companies Act framework.

Pledge of non-resident-held listed shares in favour of NBFCs permitted by AD banks subject to compliance and concentration norms.
AD Category-I banks may allow pledge of listed equity shares held by non-resident investors in favour of NBFCs to secure credit to the resident investee company, subject to: only listed shares being eligible; transfer on invocation complying with credit concentration norms and rectification within 30 days if breached; optional ex ante board resolution and ex post statutory auditor certificate evidencing utilisation of loan proceeds for declared purpose; and compliance with applicable SEBI disclosure norms. Directions derive from amended FEMA regulations and are issued under sections 10(4) and 11(1) of the FEMA, 1999.

Foreign investment in non-convertible securities permitted for registered FPIs, SEBI long term investors and NRIs within corporate debt limits.
SEBI registered FIIs, QFIs deemed as FPIs, registered FPIs, and SEBI registered long term investors may invest on a repatriation basis in non convertible/redeemable preference shares and non convertible debentures of Indian companies-issued under a court approved Scheme of Arrangement and listed on recognized exchanges-provided such investments are within the overall corporate debt limit. NRIs may invest in these instruments on repatriation or non repatriation basis. Authorized Dealer Category I banks must notify constituents; directions are issued under the Foreign Exchange Management Act.

Out of Charge verification required before container exit: Gate officers must check ICES/ICEGATE status and documents.
Gate Officers must confirm Out of Charge status in ICES/ICEGATE before permitting physical removal of import cargo; CFSs must provide ICES terminals and map Gate Officer SSO-IDs. Until the Gate module is operational, Shed Appraising Officers will provide periodic lists of Bills of Entry given OOC for Gate PO verification, and Gate POs must examine original Bill of Entry, Out of Charge copy, and duty payment challan before issuing gate passes.

Out of Charge verification: CFS gate clearance requires ICES access and documentary checks before physical removal.
Clearance from CFS gates requires verification of Customs Out of Charge status and documentary checks. CFSs must provide ICES/EDI access to Gate Officers to view Bills of Entry and Out of Charge confirmation via ICES or ICEGATE before physical release. If system access is unavailable, lists of Out of Charge Bills provided periodically by Shed Appraising Officers may be used. Gate Officers must inspect original Bill of Entry, Out of Charge copy and duty payment challan and verify officer signatures against circulated specimens.

FDI cap in the insurance sector allowed under automatic route, subject to prescribed Press Note conditions and RBI amendment.
The circular permits FDI up to 26% under automatic route in the insurance sector to include FDI, investments by FIIs/FPIs and NRIs, subject to the conditions in Press Note 2 (2014 Series) dated February 4, 2014; it notes RBI's amendment to the Foreign Exchange Management Regulations to implement the Press Note and instructs AD Category I banks to inform customers, issued under Sections 10(4) and 11(1) of the FEMA, 1999.

Online complaint resolution for EDI enables tracked filing with a complaint key and escalation if unresolved within working days.
An online complaint resolution mechanism for EDI issues requires users to file complaints via the "EDI complaint resolution" icon, supplying specified data to generate a unique tracking key for follow-up. The system centralises issue management and provides an escalation route: if a complaint remains unresolved after five working days it should be escalated by email to the designated DDG(NIC) contact. Stakeholders are urged to adopt the facility from the notice date.

Refund compliance: submit statutory forms and online Form 9 and e BRC to support concessional and export refund claims.
Dealers claiming refunds for the 3rd and/or 4th quarter 2013-14 must, under Section 59(2), submit statutory forms and declarations supporting concessional sales via Form 9 online and provide e BRC details for export-related refund claims to the operations branch by the prescribed deadline to enable processing of their claims.

Free Trade Warehousing Zone services allowed to supply other SEZ units for products within the sector approval.
A unit in a Free Trade Warehousing Zone (FTWZ) within a Sector Specific SEZ is permitted to provide services for products covered by the sector approved for that Sector Specific SEZ to other SEZs or SEZ units, pursuant to the amendment to point (iv) of Instruction No. 49 as clarified by Instruction No. 71.

Securities lending agreements: authorised intermediaries must contract with clearing members and prevent direct lender-borrower arrangements.
The circular mandates that Authorised Intermediaries enter into agreements with Clearing Members specifying rights, responsibilities and obligations, include SLB basic conditions and clearly define roles vis-a -vis clients; AIs must prevent direct agreements between lenders and borrowers, may add provisions for execution, risk management and settlement, and must frame a mandatory, binding rights and obligations document for Clearing Members and clients to govern SLB trades.

Certificate of Origin authorization expanded to include Tobacco Board for preferential tobacco trade under GSTP.
The Tobacco Board is authorized to issue Certificate of Origin (Preferential) for tobacco products under the Global System Of Trade Preferences (GSTP); Appendix 4D is amended to add the Tobacco Board as an authorized agency alongside the Export Inspection Council and the Marine Products Export Development Authority, and this authorization takes immediate effect.