Thousands of companies in India face growing compliance costs due to delays in filing annual returns and financial statements with the Ministry of Corporate Affairs (“MCA”). Under the Companies Act, 2013 (“Act”), delays in such filings can quickly become a significant financial burden for companies that have fallen behind on compliance. In response to concerns raised by industry stakeholders, the MCA has now introduced the Companies Compliance Facilitation Scheme, 2026 (“Scheme”), vide general circular no. 01/2026 dated February 24, 2026, that allows companies to regularise long-pending filings at substantially reduced additional fees as a limited-period, one-time opportunity. The Scheme not only enables companies to update overdue filings but also provides inactive entities with a practical pathway to opt for dormant status or seek closure at concessional filing costs.

For companies that have accumulated delays in statutory filings, this Scheme offers a valuable opportunity to reset their compliance status at a significantly lower cost and avoid potential regulatory action in the future. The key features of the Scheme and its implications for companies are discussed below.

Applicability

The Scheme applies to all companies, except certain categories which have been specifically excluded from its scope. These are those companies against which a final notice for strike-off under section 248 of the Act has already been issued by the Registrar of Companies; companies which have already applied for the voluntary strike-off of their name from the register of companies; companies which had applied for dormant status under section 455 of the Act prior to the commencement of the Scheme; companies which have been dissolved pursuant to a scheme of amalgamation; and vanishing companies.

Duration

The Scheme will remain in force from April 15, 2026, to July 15, 2026, during which eligible companies may complete their pending filings or avail other benefits provided under the Scheme.

 E-Forms Covered

The Scheme covers several statutory filings relating to annual returns and financial statements under the Act and the erstwhile Companies Act, 1956:

1. Under the Act: The Scheme applies to e-forms MGT-7, MGT-7A, АОС-4, АОC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS), AOC4 (XBRL), ADT-1, FC-3, FC-4 (the Forms notified under the Act and the rules thereunder); and
2. Under the Companies Act, 1956: The Scheme applies to e-forms Form 20B, Form 21A, Form 23AC, Form 23ACA, Form 23AC-XBRL, Form 23ACA-XBRL, Form 66 and Form 23B (the Forms notified under the Companies Act, 1956 and the rules thereunder).

Manner of Payment of Fees

Under the Scheme, eligible companies may regularise their compliance status through different options depending on their circumstances as under:

• Companies with pending annual returns or financial statements may complete such filings by paying the normal filing fee along with only 10% (ten percent) of the applicable additional late fees.
• Inactive companies may apply to obtain the status of a dormant company under the Act by paying 50% (fifty percent) of the normal filing fee.
• Companies which wish to discontinue operations may also apply for the striking-off of their names from the register of companies by paying 25% (twenty-five percent) of the prescribed filing fee, thereby allowing them to close the company at a reduced cost.

Immunity from Proceedings

The Scheme also provides relief from penal consequences in certain cases of delayed filings. In respect of defaults relating to the filing of annual returns under section 92 of the Act and financial statements under section 137 of the Act, no penalty will be imposed if the company completes the pending filings under the Scheme before the issuance of a notice by the adjudicating officer or within 30 (thirty) days from the date of issuance of such notice. However, if the company files the documents after the expiry of this 30 (thirty) day period, or where an adjudication order imposing penalties has already been passed, the liability of the company and its officers to pay such penalties will remain unaffected by filings made under the Scheme. In addition, for certain other forms, including ADT-1, FC-3, FC-4, Form 20B, Form 21A, Form 23AC, Form 23ACA, Form 23AC-XBRL, Form 23ACA-XBRL, Form 66 and Form 23B, immunity from prospective penal action for delayed filings will be available, provided that the forms are filed under the Scheme and no prosecution or show cause notice has been issued prior to such filing.

Upon the conclusion of the Scheme, the Registrars of Companies will take necessary action under the Act against companies who have not availed the Scheme and continue to remain in default of filing the required documents within the prescribed timelines.

The Scheme provides a valuable one-time opportunity for companies to regularise pending statutory filings at a significantly reduced cost. By allowing delayed filings with minimal additional fees and immunity from penal consequences in certain cases, the Scheme aims to encourage companies to bring their compliance records up to date. It is therefore the time for the companies with outstanding filings to review their compliance status and consider availing the benefits of the Scheme within the prescribed period to mitigate potential regulatory risks and penal action under the Act.

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