Once a Wholly Owned Subsidiary (WOS) is incorporated and post-incorporation formalities are completed, it enters into the next phase: ongoing and annual compliance.
For foreign companies, it is crucial to recognize that a WOS, being an Indian company, is subject to domestic regulatory, financial, and corporate governance norms, regardless of foreign ownership.
This article outlines the key annual and periodic compliances under Indian law that every WOS needs to adhere to.
1. Board Meetings and Annual General Meeting (AGM)
Board Meetings
Under the Companies Act, 2013:
- A private limited company is required to hold a minimum of four board meetings in a financial year, with a gap of not more than 120 days between two meetings.
- The first board meeting must be held within 30 days from the date of incorporation.
Participation via video conferencing is permitted.
Annual General Meeting (AGM)
- The first AGM must be held within 9 months from the end of the first financial year.
- Subsequent AGMs must be held within 6 months from the end of the financial year, but not later than 15 months from the previous AGM.
2. Statutory Audit
Every WOS is required to appoint a statutory auditor. The annual financial statements of a WOS need to be audited by the statutory auditor before the AGM is held.
3. Filings with the concerned Registrar of Companies (ROC):
| Form | Purpose | Due Date |
| Dir-3 KYC | Directors’ KYC update | 30th September annually |
| PAS-6 | Reconciliation of share capital audit report (half yearly) (i.e., for April-September and October-March) | Within 60 days from the conclusion of each half-year |
| MSME-1 | For furnishing a half-yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises | By 31st October for the period from April to September; and by 30th April for the period from October to March |
| DPT-3 | For filing a return of deposit or particulars of transaction not considered as a deposit, or both | 30th June – annually |
| AOC-4 | Filing of audited financials | Within 30 days of the AGM |
| MGT-7 | Annual return (shareholding & governance disclosures) | Within 60 days of the AGM |
| ADT-1 | Auditor appointment/reappointment | Within 15 days of the AGM |
4. Income Tax Compliance
- Every WOS is required to file its Income Tax Return (ITR) annually, whether profit-making or not.
- The due date for filing the ITR is 31st October if transfer pricing is not applicable. Where transfer pricing is applicable, the due date is 30th November.
- Tax audit under Section 44AB applies if turnover exceeds the prescribed threshold (currently ₹1crore/ ₹10crore for businesses, ₹50 lakh for professionals). The due date is 30th September if transfer pricing is not applicable. Where transfer pricing is applicable, the due date is 31st October.
- Transfer Pricing Audit (Form 3CEB) is applicable if there are international transactions with the foreign parent or non-resident associated enterprises. The due date for filing Form 3CEB is 31st October.
5. Withholding Tax and TDS Returns
- Tax is required to be withheld at source (TDS) for certain payments, such as professional fees, salaries, contractual work, and rent, beyond the prescribed threshold limits.
- TDS is required to be deposited into the Government Treasury within 7 days of the month following the month in which tax was withheld. For the tax withheld in the month of March, it is required to be deposited by April 30.
- Quarterly TDS returns (Form 24Q/26Q/27Q) are required to be filed on time. The due date for filing the quarterly TDS return is the last date of the month following the quarter end. However, for the quarter 4, i.e., from January to March, the due date for filing TDS return is 31st May.
- A TDS certificate is required to be issued to the deductees within 15 days from the due date of filing the TDS return.
- Form 15CA/CB filing may be required for certain foreign remittances to the parent company/non-residents.
6. GST Compliance
If the WOS is registered under GST:
- Monthly/quarterly GST returns (GSTR-1, GSTR-3B) needs to be filed.
- Annual GST return (GSTR-9) and GST Audit (GSTR-9C) may also be applicable depending on turnover.
- Input Tax Credit (ITC) and reconciliation with GSTR-2B should be monitored closely.
7. FEMA and RBI Reporting (if applicable)
Even after the initial FC-GPR filing, ongoing reporting will be required:
- Annual Return on Foreign Liabilities and Assets (FLA Return) must be filed with the RBI by 15th July each year.
8. Other Applicable Compliances
- Professional Tax – Applicable in certain states (e.g., Maharashtra, Karnataka)
- Shops & Establishment License – Must be renewed or updated as per local laws
- Labour Law Registrations and Filings – Such as EPF, ESIC, if employees are hired
- Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) – Annual filing under POSH
- Import Export Code (IEC) Update – Annual update of IEC by 30th June
Annual Compliance Calendar for a WOS in India
| Month | Compliance |
| April–March | Board Meetings (Quarterly) |
| April-September | Statutory Audit and AGM (annual) |
| June | IEC Annual Update, DPT-3 |
| July | FLA Return |
| Sept | DIR-3KYC, Tax Audit (if transfer pricing is not applicable) |
| Oct | AOC-4, ADT-1, Tax Audit (if transfer pricing is applicable), Form 3CEB, ITR (if transfer pricing is not applicable) |
| Nov | MGT-7, ITR (if transfer pricing is applicable) |
| Dec | GSTR9/GSTR9C |
| Monthly | TDS deposit |
| Quarterly | TDS/GST Returns, TDS certificates |
| Half-Yearly | PAS-6, MSME-I |
| State-Specific | POSH Return, Professional Tax, and Labour Laws Filings |
Conclusion
Complying with Indian laws doesn’t end at incorporation. For a wholly owned subsidiary, ongoing compliance is essential to avoid penalties, reputational damage, and regulatory hurdles.
Given the volume of statutory filings, board governance, and sector-specific obligations, WOS entities benefit immensely from proactive compliance planning and working with advisors who understand both the Indian regulatory framework and cross-border corporate practices.
📩 Need assistance managing your WOS’s compliance? Write to us at hello@corpninjaadvisors.com.
Disclaimer: This article is for general information purpose only and does not constitute any advice. Please get in touch with your consultant before taking any step(s). We shall not be responsible for any loss incurred due to step(s) taken basis the information shared in this article.