Compliance Calendar explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
An Indian company whose shares are held by a foreign parent is a company under the Companies Act, 2013 like any other. It is not a "foreign company" under section 2(42), which means a company incorporated outside India with a place of business or business activity in India, so it does not file the foreign company forms (our guide to the FC-4 return of a foreign company is for the foreign company, not for the subsidiary). It is also never a small company, because section 2(85) excludes a holding or subsidiary company. This calendar is for the finance head, company secretary and India directors of such a subsidiary, and for the parent's group compliance team.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026, and the FEMA reporting regulation as amended up to 13 June 2026 on the Reserve Bank's page, consulted the same day. Later amendments should be checked. Private companies have exemptions from some provisions by notification under section 462; check whether one applies. Our Indian subsidiary team keeps this calendar for foreign groups.
The subsidiary follows the full company calendar: four board meetings a year with not more than one hundred and twenty days between two (section 173(1)), at least one director resident in India for one hundred and eighty-two days (section 149(3)), AOC-4 within thirty days of the AGM (section 137(1)) and the annual return within sixty days of the AGM (section 92(4)). On the FEMA side, the regulation prints FC-GPR within thirty days of the issue of shares to the parent, FC-TRS within sixty days of a transfer, and the FLA return on or before 15 July.
The yearly calendar
| Compliance | Provision | Form | Time limit as printed | Who files or acts |
|---|---|---|---|---|
| Board meetings | Section 173(1) | Minutes | First meeting within thirty days of incorporation; then a minimum of four meetings every year, with not more than one hundred and twenty days between two consecutive meetings | Directors; company secretary |
| Resident director | Section 149(3) | None | At least one director staying in India for a total of not less than one hundred and eighty-two days during the financial year (proportionately in the year of incorporation) | Board |
| Director's disclosure of interest | Section 184(1); rule 9, Meetings of the Board Rules | Form MBP 1 (notice in writing) | At the first meeting of the Board in which he participates as a director, and thereafter at the first meeting of the Board in every financial year, or at the first meeting after any change | Each director |
| Directors' KYC | Rule 12A(1), Appointment and Qualification of Directors Rules | DIR-3 KYC | A director holding a DIN on 31 March files on or before 30 June of the immediately following every third consecutive financial year | Each individual DIN holder |
| Annual general meeting | Section 96(1) | Notice and minutes | Within six months of closing the financial year (nine months for the first AGM); not more than fifteen months between two AGMs | Board and members |
| Financial statements | Section 137(1); rule 12, Accounts Rules | AOC-4; AOC-4 CFS for consolidated statements, if any | Within thirty days of the date of the AGM | Company |
| Annual return | Section 92(4); rules 11 and 12, Management and Administration Rules | MGT-7 | Within sixty days from the date of the AGM | Director and company secretary sign |
| Return of deposits | Rule 16, Acceptance of Deposits Rules | DPT-3 | On or before 30 June each year, with information as on 31 March, audited by the auditor, "every company to which these rules apply" | Company |
| Annual return on foreign liabilities and assets | Regulation 4(2), Mode of Payment and Reporting Regulations (as amended up to 13 June 2026) | FLA | An Indian company which has received FDI in the previous year or the current year submits on or before the 15th day of July each year (year = April to March) | Company, to the Reserve Bank |
| MSME payments (only if the company is a "specified company" with payments pending to micro or small enterprise suppliers beyond forty-five days from acceptance) | Specified Companies Order, 2019 as amended in 2024, paragraph 3 | MSME Form-1 | By 31 October for April to September and by 30 April for October to March, as the 2019 Order prints | Company |
One-time and event-driven items
| Event | Provision | Form | Time limit as printed | Who |
|---|---|---|---|---|
| Issue of shares to the foreign parent (FDI) | Regulation 4(1), Mode of Payment and Reporting Regulations | FC-GPR | Not later than thirty days from the date of issue of equity instruments | Company, through or by an Authorised Dealer bank unless the regulation says otherwise |
| Transfer of shares between the foreign parent and a resident, or between a non-resident on repatriable and non-repatriable basis | Regulation 4(3) | FC-TRS | Within sixty days of the transfer or the receipt or remittance of funds, whichever is earlier; the resident transferor or transferee carries the onus | Resident party (and the others the regulation names) |
| Employee stock options to employees or directors of the parent or group resident outside India | Regulation 4(4) | Form ESOP | Within thirty days from the date of issue | Company |
| Downstream investment that is indirect foreign investment | Regulation 4(11) | Form DI | Within thirty days from the date of allotment of equity instruments (and notice to DPIIT within thirty days of the investment) | Indian entity making the investment |
| Delay in reporting | Regulation 5 | Late submission fee | As decided by the Reserve Bank in consultation with the Central Government | Person or entity responsible for filing |
| Significant beneficial owner declaration | Rule 3, Significant Beneficial Owners Rules; section 90(1) | BEN-1 by the individual to the company | Within thirty days of acquiring significant beneficial ownership or any change | Individual owner |
| SBO return by the company | Rule 4 | BEN-2 | Within thirty days from the date of receipt of the declaration | Company |
| SBO register | Rule 5 | BEN-3 | Maintained by the company | Company |
| Notice to a non-individual member holding not less than ten per cent of shares, voting rights or right to dividend | Rule 2A(2) | BEN-4 | The company gives it in every such case | Company (to the foreign parent) |
| Related party contract with the parent | Section 188(1), (2) | Board resolution; Form AOC-2 with the Board's report | Board consent by resolution at a meeting before entering the contract; prior approval of the company by resolution above the prescribed limits; reference in the Board's report with the justification | Board; members |
| Change in directors or key managerial personnel | Section 170(2); rule 18 | DIR-12 | Within thirty days | Company |
Rows that need explanation
Board and resident director. A subsidiary cannot use the lighter rule section 173(5) gives a small company, since a subsidiary is never small. The India-resident director in section 149(3) is counted over the financial year; for a newly incorporated company the requirement applies proportionately at the year-end.
The foreign parent as a member. The parent is a non-individual member; rule 2A(2) requires the company to give it a BEN-4 notice if it holds ten per cent or more of shares, voting rights or the right to dividend. Any individual who is a significant beneficial owner through the parent files BEN-1 within thirty days of acquiring the interest or a change. Our article on the significant beneficial owner rules as amended covers the amended rules.
Related party transactions. Section 188(1) lists the contracts; the first proviso brings in the members' prior approval for companies above the prescribed limits, the second bars related-party members from voting, and the last proviso excludes transactions between a holding company and its wholly owned subsidiary whose accounts are consolidated with the holding company and placed before the shareholders at the general meeting. Check the proviso on the ordinary course of business and arm's length. The prescribed limits are in the Meetings Rules, which are not read here.
Deposits. DPT-3 applies to "every company to which these rules apply", so test the subsidiary's receipts, including amounts from the parent, against the Deposit Rules' definitions before concluding a nil return is needed.
Transfer pricing and tax. Intra-group pricing and tax filings are for our income-tax guides; no tax rates or sections are stated here.
FEMA reporting. The regulation says all reporting is made through or by an Authorised Dealer bank unless it states otherwise. We have not described any portal procedure.
Need help with an Indian subsidiary's calendar?
Foreign groups usually need one person to hold the Companies Act and FEMA dates together. Our Indian subsidiary team prepares the calendar, the board papers and the FEMA reports, and coordinates with your group finance team.
Key takeaways
- An Indian subsidiary is a company under the Act, not a foreign company, and never a small company.
- The AOC-4 and annual return limits run from the date of the AGM: thirty and sixty days.
- FEMA: FC-GPR within thirty days of issue, FC-TRS within sixty days of transfer, FLA by 15 July.
- Give the parent a BEN-4 notice if it holds ten per cent or more.
- Related party contracts with the parent need board consent and, above the limits, members' approval.
Read next
- FEMA compliance for Indian companies: FDI policy, ODI rules and reporting
- FC-4: foreign company annual return filing guide
- Significant beneficial owner rules for companies as amended
- Incorporating a wholly owned domestic subsidiary under the Companies Act
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.