India – A Growing Economy
India is a truly developing country, witnessing rapid growth across sectors. The economy is experiencing significant growth, with businesses of all sizes, from MSMEs and start-ups to one-person companies, also expanding. Today, more than 20 lakh companies actively operate in the country, indicating a strong and sustained growth trend.
Key Challenges Confronting Companies
Under the Companies Act 2013, companies are required to file –
- Annual Return under section 92
- Financial Statements under section 137
These filings are essential to ensure transparency and maintain an accurate corporate registry.
Many of these companies operate with limited compliance infrastructure and financial resources, as a result of which they become non-compliant with annual/financial statement filing requirements. These entities especially the inactive companies remain non-compliant due to heavy penal fee liabilities.
As per section 403 of the Companies Act 2013, late filings attract an additional fee of Rs. 100 per day (without any upper limit). The excessive penal fees discouraged many companies from regularizing their returns, and as a result, the penal fees accumulated over a period of several years. Such companies also could not apply for strike-off, as they were first required to clear off the penal fees and file all the pending returns.
Penalties Under The Companies Act, 2013
| Provision | Nature Of Default | Penalty |
|---|---|---|
| Section 403 | Late Filing | Rs. 100 per day (No upper limit) |
| Section 92(5) | Annual Returns | Rs 10,000 + Rs 100/day (Max Rs 2,00,000 for company, Rs 50,000 per officer) |
| Section 137(3) | Financial Statements | Rs 10,000 + Rs 100/day (Max Rs 50,000) |
Compliance Rectification Window
Recognizing these concerns, the Ministry of Corporate Affairs and the Government of India, has issued a General Circular No. 01/2026 dated 24 February 2026, introducing a one-time compliance relief scheme titled Companies Compliance Facilitation Scheme, 2026 (CCFS-2026). This allows companies to file forms and rectify long-pending non-compliance without having to pay heavy late fees. The Central Government introduced this scheme under section 460 of the Companies Act 2013, which gives power to condone delays in filing, and under section 403 for stipulating additional fees.
Introduction And Objective Of The Scheme
The scheme encourages non-compliant companies to complete pending compliances at a concessional additional fee. It also enables inactive companies to become dormant or close legally and thereby ensures accurate and updated data in the corporate registry.
The scheme is a limited period compliance window commencing on April 1, 2026, and ending on July 15, 2026. Thereafter the government could initiate strict actions against the defaulting companies that failed to take the benefit under the CCFS-2026.
Regulatory Measures Under Companies Act, 2013
- Imposing monetary penalties on the company and the officers in default- section 454
- Penalties for annual returns: Rs 10,000/- plus Rs 100/- per day of continuing default (up to a maximum of Rs 2,00,000/- for companies and Rs 50,000 for each officer) under section 92(5).
- Penalties for Financial Statements: The Managing Director, the CFO or other Director could face a penalty of Rs 10,000/- plus Rs 100/- per day (up to a maximum of Rs 50,000/-) under section 137(3).
- Initiating sou moto strike-off by the Registrar under section 248.
- Disqualification of directors if they fail to file mandatory documents for three consecutive years under section 164(2)(a).
Applicability And Exclusions
The scheme is applicable to all companies that have not made their annual filings, except for the following entities:
- Companies that have already received a final strike-off notice under section 248 of the Companies Act, 2013.
- Companies that already applied for strike-off or dormant status before this scheme was introduced.
- Companies already dissolved through amalgamation.
- Vanishing companies
The scheme does not apply to Limited Liability Partnerships (LLPs), as the circular refers only to companies.
Opportunity/Benefits Provided By CCFS-2026
A} Under The CCFS-2026, A Company Can Choose Any One Of The Following Options:
- Filing Of Pending Returns: Companies can file pending forms by paying normal filing fees plus 10% of the additional fees otherwise payable. This effectively grants a massive 90% waiver.
- Applying For Dormant Company Status: By filing Form MSC-1 under section 455 of the Companies Act, 2013, companies can obtain dormant company status by paying only 50% of the normal fees.
- Applying For Strike-Off: Companies no longer intending to operate may file e-Form STK-2 by paying only 25% of the normal filing fees.
To appreciate the practical impact of the CCFS-2026, it is very important to examine a comparative illustration of the financial impact under the normal regime vs CCFS-2026.
Consider a hypothetical private company, XYZ Pvt. Ltd., which has delayed filing Forms AOC-4 and MGT-7 by two years (730 days) and is evaluating options such as continuing compliance, obtaining dormant status, or applying for strike-off.
Comparative Illustration Of Financial Impact
| Particulars | Normal Regime (Rs) | CCFS-2026 (Rs) |
|---|---|---|
| Additional Fees For Delayed Filings (Rs 100 x 730 Days) | 73,000 | 7,300 (90% Waiver) |
| Compounding Penalties | 20,000 | Nil |
| Filing Fee – Form MSC-1 (Dormant Status) | 5,000 | 2,500 (50% Reduction) |
| Filing Fee – Strike Off Application | 10,000 | 2,500 (75% Reduction) |
| Total Payable For Dormant Status | 98,000 | 9,800 |
| Total Payable For Strike Off | 1,03,000 | 9,800 |
A massive reduction of fees is a boon for such companies facing a financial crunch.
(Above figures are illustrative in nature. Actual fees depend on the files formed and its delay in filing)
B} Forms Permitted To Be Filed Under CCFS-2026:
Since the main objective of introducing the CCFS-2026 is to enable the defaulting companies to complete pending annual filing, it predominantly allows the following forms at a concessional late fee:
- MGT-7 / MGT-7A: Annual Return
- AOC-4 / AOC-4 CFS / AOC-4 (XBRL) / AOC-4 NBFC (Ind-AS) / AOC-4 CFS NBFC (Ind-AS): Financial Statements
- ADT-1: Appointment Of Auditors
- FC-3 / FC-4: Foreign Companies
- Corresponding 2013 Act Forms: Such as Form 20B, 21A, and 23AC
- MSC-1 & STK-2: For companies seeking dormant status or strike-off
Legal Immunity Granted
The CCFS-2026 grants immunity from penalty and prosecution for delayed filing of annual returns and financial statements under sections 92 and 137 of the Companies Act, 2013 respectively. This applies if filings are made before the issue of notice by the adjudicating officer or within 30 days from the date of notice. If the said conditions are not met, then the liabilities to pay penalties remain unchanged.
For other forms like, ADT-1, FC-3 / FC-4 and forms prescribed under Companies Act 2013, prospective immunity shall be available, provided no prosecution or show-cause-notice has been issued prior to filing. The officers in default may also obtain relief as per the rules/conditions prescribed under the scheme.
The scheme does not require compliance with any additional compliances for availing the above-mentioned legal immunities.
Conclusion
The CCFS-2026 provides a one-time opportunity for defaulting Indian companies facing financial crunch to regularize their compliance or to opt for dormant status or strike-off at a fraction of the cost and also offers conditional immunity from penalties. At the same time, the time-bound nature of the scheme highlights the importance of adhering to statutory compliance after its expiry.
- Clear filing defaults at a reduced cost
- Regularize the corporate register
- Regain credibility with investors and the government
Written By: Sarvesh Kanakgiri, is an LL.M (Corporate Laws) graduate based in Mumbai and has gained practical exposure to commercial drafting, regulatory research, and due diligence while working with a boutique law firm in Mumbai. His interests lie in corporate transactions and business law.
