In early May 2026, the Ministry of Corporate Affairs (MCA) issued clarified guidance on related-party transaction (RPT) reporting under the Companies Act, 2013, with stricter thresholds and disclosure timelines for special-purpose vehicles—particularly those in infrastructure, EPC and concession sectors. The new directive mandates quarterly filings for material RPTs and introduces a 'deemed approval' window of only 15 days.
Infrastructure SPVs managing build-operate-transfer (BOT) projects, toll roads and utility concessions are acutely exposed.
Market signals
Previously, RPT disclosures were often annual. The May 2026 MCA circular requires infrastructure SPVs to file related-party transaction schedules every quarter if aggregate RPT value exceeds ₹1 crore, with certification by an independent director.
Any single RPT exceeding ₹5 crore now automatically requires Audit Committee pre-approval and statutory auditor sign-off within 30 days of transaction close—a sharp tightening for sponsor-to-SPV or inter-project fund flows.
Cross-border infrastructure SPVs must now reconcile RPT rules with FEMA Regulation 2015 requirements. Dual reporting is mandatory, with penalties for non-alignment between RBI and MCA filings.
Infrastructure SPVs—whether held by Indian contractors, foreign EPC sponsors or consortium entities—must immediately audit their governance charters and audit-committee composition to ensure independent-director sign-off capability. Non-compliance attracts director disqualification and SPV-level penalties up to ₹5 lakh. Vinayakam Consultants helps clients map all related-party flows (sponsor equity, inter-SPV loans, shared-service agreements, parent-company guarantees), automate quarterly RPT reporting, and structure audit-committee mandates to meet the new MCA timeline. We also reconcile FEMA and GST implications of restructured RPTs.
Your action checklist
- Conduct full RPT audit: list all transactions with sponsors, sister SPVs, and holding entities; classify by value and frequency; flag those crossing ₹5-crore threshold.
- Verify Audit Committee composition: ensure at least one independent director with financial literacy; update charter to allow 30-day post-transaction certification cycle.
- Set up quarterly RPT reporting calendar: integrate with statutory auditor; design internal sign-off gates (CFO → Independent Director → Auditor) before quarter-end.
- Cross-check FEMA and GST compliance on material RPTs: confirm forex remittance filings align with MCA disclosures; validate GST treatment of inter-SPV service charges under related-party rules.
Frequently asked questions
Infrastructure SPVs must now file related-party transaction schedules every quarter if aggregate RPT value exceeds ₹1 crore, certified by an independent director, per MCA's May 2026 guidance.
The new MCA directive introduces a 15-day deemed approval window for related-party transactions in infrastructure SPVs before automatic escalation to the Audit Committee.
Any single related-party transaction exceeding ₹5 crore now automatically requires Audit Committee pre-approval and statutory auditor sign-off within 30 days of transaction close.