On 15 June 2026, the Ministry of Corporate Affairs (MCA) released amended notification 8(1) under the Companies Act 2013, mandating enhanced disclosure standards for Special Purpose Vehicles (SPVs) undertaking infrastructure projects. The rule applies to all project entities with project value exceeding ₹100 crore, effective immediately for new filings and retroactively for entities incorporated after 1 April 2026.
Infrastructure developers, project sponsors and construction firms must now file standardised project particulars, stakeholder ownership maps, and quarterly cash-position statements within the existing MCA e-filing portal, alongside traditional board returns.
Market signals
MCA has published a mandatory JSON schema for project metadata (project cost, milestones, funding structure, counterparty exposures). All filings must use this template; non-compliance attracts late-filing penalties under Section 7 of the Companies Act.
Project entities must now disclose beneficial ownership structures, pledge arrangements on shares, and material debt covenants within 15 days of execution. This closes opacity in sponsor-lender relationships and supports creditor due diligence.
Directors must certify project cash position (collections, utilisation, hold-ups) quarterly, signed by both CFO and independent project auditor. Deviations from financial covenants must be flagged within 5 working days.
The new disclosure regime substantially increases governance rigour for infrastructure SPVs. Under the amended rules, project entities must establish a dedicated compliance calendar for quarterly certifications, stakeholder registry updates, and template-compliant filings—or face show-cause notices under Section 7. Entities with projects straddling 30 June 2026 must backfill prior quarter disclosures by 15 July. At Vinayakam Consultants, we assist infrastructure sponsors in redesigning SPV board structures, implementing quarterly disclosure workflows, and restatement of historical ownership and covenant data to meet the MCA's new schema. Early adoption reduces penalty exposure and strengthens lender and investor confidence.
Your action checklist
- Audit your existing SPV governance structure against the MCA's 15 June 2026 notification. Identify all project entities above ₹100 crore threshold and flag incorporation/financial year cutoffs for retroactive filing.
- Map and document beneficial ownership, share pledges, and material debt covenants in the mandated JSON format. Engage your independent auditor early to agree on cash-position certification basis (accrual vs. cash, escrow treatment).
- Set up a quarterly director certification and filing calendar: submission deadlines are 15 days post-quarter close. Designate a compliance owner (CFO or Company Secretary) and test the MCA e-portal's new SPV disclosure module before your first live filing.
- If your SPV's financial covenants are tight or project execution is behind schedule, flag material deviations to lenders and investors within 5 working days of discovery. Review loan documentation to confirm covenant-breach notification clauses align with the new MCA timelines.
Frequently asked questions
The MCA's amended notification 8(1) mandates enhanced transparency standards for Special Purpose Vehicles undertaking infrastructure projects above ₹100 crore, including standardised disclosure templates, stakeholder registries, and quarterly cash certifications.
All project entities with project value exceeding ₹100 crore must comply immediately for new filings and retroactively for entities incorporated after 1 April 2026.
Non-compliance with mandatory JSON schema filings and disclosure deadlines attracts late-filing penalties under Section 7 of the Companies Act, with covenant deviations requiring flagging within 5 working days.