This article sets out the key annual and periodic compliances under Indian law that every WOS must meet.
This article refers to provisions of the Companies Act, 2013 and the Income-tax Act, 1961, with the corresponding sections of the Income-tax Act, 2025 noted alongside. The Income-tax Act, 2025 comes into force on 1 April 2026 and applies from Tax Year 2026-27. It re-codifies the 1961 Act without altering the substantive compliances or timelines set out here. Filings for the year ended 31 March 2026 continue under the 1961 Act, while income-tax obligations from Tax Year 2026-27, and tax withheld on payments made on or after 1 April 2026, fall under the 2025 Act.
1. Board meetings and the Annual General Meeting
Board meetings
- A private limited company must hold at least four board meetings in a financial year, with no more than 120 days between two meetings.
- The first board meeting must be held within 30 days of incorporation.
Participation by video conferencing is permitted.
Annual General Meeting (AGM)
- The first AGM must be held within nine months of the end of the first financial year.
- Subsequent AGMs must be held within six months of the end of the financial year, and not later than 15 months after the previous AGM.
2. Statutory audit
Every WOS must appoint a statutory auditor. Its annual financial statements must be audited before the AGM is held.
3. Filings with the Registrar of Companies (ROC)
Director KYC moved from an annual to a triennial filing cycle under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, effective March 31, 2026. Every individual holding a DIN as on March 31 of a financial year must file Form DIR-3 KYC Web once every three consecutive financial years, by June 30 of the year immediately following the third year, rather than annually by September 30 as before. A change in a director’s mobile number, email address, or residential address must still be updated within 30 days, regardless of where the director sits in the three-year cycle.
| Form | Purpose | Due date |
|---|---|---|
| DIR-3 KYC | Directors’ KYC update | Once every 3 consecutive financial years, by 30 June of the following year |
| PAS-6 | Reconciliation of share-capital audit report, half-yearly (April–September and October–March) | Within 60 days of the end of each half-year |
| MSME-1 | Half-yearly return of outstanding payments to micro or small enterprises | By 31 October (April–September) and 30 April (October–March) |
| DPT-3 | Return of deposits, or of particulars of transactions not treated as deposits, or both | 30 June annually |
| AOC-4 | Filing of audited financials | Within 30 days of the AGM |
| MGT-7 | Annual return (shareholding and governance disclosures) | Within 60 days of the AGM |
| ADT-1 | Auditor appointment or re-appointment | Within 15 days of the AGM |
4. Income-tax compliance
- Every WOS must file its Income Tax Return (ITR) annually under Section 139 of the Income-tax Act, 1961 (Section 263 of the Income-tax Act, 2025), whether or not it is profit-making.
- The due date is 31 October where transfer pricing does not apply, and 30 November where it does.
- Advance Tax is payable in four instalments, by 15 June, 15 September, 15 December, and 15 March (cumulatively 15%, 45%, 75%, and 100% of the estimated liability), where the estimated tax liability for the year is ₹10,000 or more, under Section 208 of the Income-tax Act, 1961 (Section 404 of the Income-tax Act, 2025). Shortfall or deferment of instalments attracts interest under Sections 234B and 234C of the 1961 Act (Sections 424 and 425 of the 2025 Act).
- Tax audit under Section 44AB of the 1961 Act (Section 63 of the 2025 Act) applies where turnover exceeds the prescribed threshold (currently ₹1 crore, or ₹10 crore for businesses, and ₹50 lakh for professionals). The due date is 30 September where transfer pricing does not apply, and 31 October where it does.
- A Transfer Pricing Audit (Form 3CEB) under Section 92E of the 1961 Act (Section 172 of the 2025 Act) applies where there are international transactions with the foreign parent or non-resident associated enterprises. The due date for Form 3CEB is 31 October. Under the Income-tax Rules, 2026, this report is furnished in Form No. 48 from Tax Year 2026-27.
5. Withholding tax and TDS returns
- Tax must be withheld at source (TDS) on certain payments, such as professional fees, salaries, contractual work, and rent, above the prescribed thresholds. These provisions, earlier spread across Sections 192 to 194 of the 1961 Act, are consolidated under Sections 392 (salary) and 393 (other payments) of the 2025 Act for payments made on or after 1 April 2026.
- TDS must be deposited with the Government Treasury within seven days of the end of the month in which it was withheld. For tax withheld in March, the due date is 30 April.
- Quarterly TDS returns (Form 24Q, 26Q, and 27Q, replaced by Forms 138, 140, and 144 under the Income-tax Rules, 2026 from Tax Year 2026-27) must be filed on time. The due date is the last day of the month following the quarter end; for the January–March quarter, it is 31 May.
- A TDS certificate must be issued to the deductees within 15 days of the due date for the TDS return (Form 16 and 16A, renumbered as Forms 130 and 131 respectively under the Income-tax Rules, 2026 from Tax Year 2026-27).
- Form 15CA and 15CB filing may be required for certain foreign remittances to the parent or other non-residents (replaced by Forms 145 and 146 under the Income-tax Rules, 2026 from Tax Year 2026-27).
6. GST compliance
If the WOS is registered under GST:
- Monthly or quarterly GST returns (GSTR-1 and GSTR-3B) must be filed.
- The annual GST return (GSTR-9) and the GST audit (GSTR-9C) may also apply, depending on turnover.
- Input Tax Credit (ITC) and reconciliation with GSTR-2B should be monitored closely.
7. FEMA and RBI reporting (where applicable)
Beyond the initial FC-GPR filing, ongoing reporting is required:
- The Annual Return on Foreign Liabilities and Assets (FLA Return) must be filed with the RBI by 15 July each year.
8. Other applicable compliances
- Professional Tax, applicable in certain states (for example, Maharashtra and Karnataka).
- Shops and Establishment licence, renewed or updated as local law requires.
- Labour-law registrations and filings, such as EPF and ESIC, where employees are hired.
- POSH, the annual filing under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
- Import Export Code (IEC), with an annual update by 30 June.
Annual compliance calendar
| Month | Compliance |
|---|---|
| April–March | Board meetings (quarterly) |
| April–September | Statutory audit and AGM (annual) |
| June | IEC annual update; DPT-3 |
| July | FLA Return |
| June, September, December, March | Advance Tax instalments (15% / 45% / 75% / 100% cumulative) |
| September | Tax audit (where transfer pricing does not apply) |
| October | AOC-4; ADT-1; tax audit (where transfer pricing applies); Form 3CEB; ITR (where transfer pricing does not apply) |
| November | MGT-7; ITR (where transfer pricing applies) |
| December | GSTR-9 / GSTR-9C |
| Monthly | TDS deposit |
| Quarterly | TDS and GST returns; TDS certificates |
| Half-yearly | PAS-6; MSME-1 |
| State-specific | POSH return; Professional Tax; labour-law filings |
| Once every 3 years, by 30 June | DIR-3 KYC (triennial cycle — see Section 3) |
Conclusion
Compliance does not end at incorporation. For a wholly-owned subsidiary, ongoing compliance is essential to avoid penalties, reputational damage, and regulatory friction. Given the volume of statutory filings, board governance, and sector-specific obligations, a WOS benefits from proactive compliance planning, and from advisors who understand both the Indian regulatory framework and cross-border corporate practice.