In May 2026, the Ministry of Corporate Affairs issued a clarification circular on director interlock reporting for project-specific SPVs, particularly those in infrastructure with multiple sponsors or consortium partners. Infrastructure SPVs—often established by developers, contractors, or consortia to ring-fence project assets and liabilities—must now explicitly disclose all related-party director appointments in their annual MCA filings and board resolutions.
This change affects hundreds of active project companies in roads, renewable energy, ports, and real estate sectors.
Market signals
SPVs must now file supplementary declarations when a director has prior or concurrent roles in sponsor entities, JV partners, or lender organisations—even if those roles are non-executive or nominee positions.
The May 2026 circular mandates that SPV boards must formally review and certify director interlock status at least twice yearly, with minutes filed alongside annual returns.
Project entities backed by multiple equity partners now face tighter scrutiny on director nomination practices; nominee directors from anchor investors must declare all competing interests in writing.
Under the Companies Act, 2013, SPVs must now comply with enhanced Form DIR-8 and MCA portal disclosures regarding director interlocks. Failure to disclose related-party director links can attract penalties and director disqualification notices under Section 164. At Vinayakam Consultants, we help infrastructure SPVs map their director and sponsor networks, draft compliant board resolutions, and prepare auditable governance records to meet the May 2026 circular requirements—ensuring seamless MCA filings and mitigating regulatory scrutiny during project tenure.
Your action checklist
- Conduct a full audit of all current directors across your SPV and all sponsor/JV partner entities; identify and document every interlock relationship (including nominee, advisory, and non-executive roles).
- File a revised Form DIR-8 (if required) with the MCA portal before 30 June 2026, clearly disclosing all related-party director appointments and the nature of conflict.
- Adopt a board resolution formalising a bi-annual director interlock review schedule and appoint a compliance officer to monitor and report changes in real time.
- Prepare a master 'Related-Party Director Register' (internal document) linking each SPV director to all concurrent roles; share with your auditor and lender for transparency in statutory reports.
Frequently asked questions
Director interlock reporting requires SPVs to disclose all related-party director appointments, including non-executive and nominee positions in sponsor entities, JV partners, or lender organisations in annual MCA filings.
The May 2026 MCA circular tightened director interlock disclosure requirements for infrastructure SPVs, mandating enhanced Form DIR-8 filings and board-level governance audits twice yearly.
Failure to disclose related-party director links can result in penalties and director disqualification notices under Section 164 of the Companies Act, 2013.