Summary:The article discusses compliance considerations under the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), whose filing window has been extended until 31 August 2026. It explains that the scheme permits eligible companies to file specified pending ROC forms, including AOC-4, AOC-4 CFS, AOC-4 XBRL, MGT-7, MGT-7A and ADT-1, on payment of the normal filing fee and 10% of the applicable additional fee, while providing limited immunity for specified delayed filings under Sections 92 and 137 of the Companies Act, 2013, subject to prescribed conditions. The article highlights that UDIN must be generated based on the actual date of signing of the auditor’s report and cautions against backdating audit reports. It further states that CCFS-2026 does not regularise missed board approvals, audits, AGMs, statutory registers or company records, and does not provide a general waiver for AGM defaults under Sections 96 and 99. It outlines a recommended filing sequence, including preparation and audit of financial statements, generation of UDIN, holding AGMs, filing statutory forms, and separately reviewing AGM defaults and the need for compounding under Section 441.
Introduction:The Companies Compliance Facilitation Scheme, 2026 is giving defaulting companies a short window to clear years of pending ROC filings at a sharply reduced additional fee. The window has now been extended until 31 August 2026.
But the difficult part is not always the MCA filing. It is the audit trail behind the filing, especially the UDIN.
The UDIN issue
ICAI requires a Unique Document Identification Number for audit, assurance, attestation, and certification work performed by a practising Chartered Accountant.
The UDIN should be generated at the time of signing. ICAI permits generation within 60 days from the date of signing of the report, certificate, or document.
That period runs from the actual signing date. It does not run from:
- the financial year-end;
- the date on which the company decides to regularise its records; or
- the date on which AOC-4 is filed.
This distinction matters when a company has not prepared, finalised, or audited its financial statements for several years.
If the audit report was never signed, there is no historical signing date against which an old UDIN can be generated.
The correct approach is to prepare and audit the financial statements now. The statements will still relate to the relevant financial year, but the signing date must be the actual date on which the auditor signs the audit report. The UDIN should be generated immediately after signing.
The financial year and the signing date are separate facts. The former identifies the period covered by the accounts. The latter identifies when the auditor actually signed the report.
A document signed today must not carry a false historical signing date. Backdating is not a compliance shortcut. It creates a false record and may expose the signatory to professional and regulatory consequences.
One further point is often missed: ICAI’s UDIN requirement applies to the auditor’s report. It is not a substitute for the statutory signatures and approvals required for the financial statements themselves.
What CCFS 2026 actually provides
CCFS-2026 allows eligible companies to file specified pending forms by paying the normal filing fee and only 10% of the applicable additional fee.
The relevant forms include AOC-4, AOC-4 CFS, AOC-4 XBRL, MGT-7, MGT-7A, ADT-1, and certain other forms listed in the MCA circular.
The scheme also provides limited immunity in relation to delayed filings under Sections 92 and 137 of the Companies Act, 2013, subject to the conditions in the circular. In particular, the filing must be made before the adjudicating officer issues a notice, or within 30 days of that notice.
That relief should not be described as a blanket waiver of every consequence arising from years of non-compliance.
CCFS reduces the financial burden attached to specified delayed filings. It does not recreate missing board approvals, audits, AGMs, statutory registers, or company records.
The AGM default remains
Section 96 of the Companies Act, 2013 requires every company other than a One Person Company to hold an annual general meeting every year. In the ordinary case, the AGM must be held within six months from the close of the financial year, and not more than fifteen months may pass between two AGMs.
A company that has missed its annual filings for four or five years has usually missed the corresponding AGM deadlines as well.
Section 99 provides that where a default is made in holding a meeting under Section 96, the company and every officer in default may face a fine of up to ₹1,00,000. Where the default continues, a further fine of up to ₹5,000 per day may apply.
CCFS-2026 does not contain a general waiver for this AGM default. The scheme’s express immunity provisions deal with specified filing defaults, particularly under Sections 92 and 137. Section 99 is a separate issue.
Where the offence is compoundable, the relevant route is an application under Section 441 for compounding of the offence under Section 99. The company’s facts, the period of default, the persons responsible, and the status of any adjudication or prosecution must be reviewed before deciding the correct course.
Calling a current AGM does not erase the fact that earlier AGMs were not held on time. It regularises the company’s present position. The historical default still requires separate attention.
The filing sequence matters
For a company using CCFS-2026 to clear its backlog, the sequence should be planned before the forms are uploaded:
1. Prepare the financial statements for each pending financial year.
2. Obtain the required board approval and statutory signatures.
3. Complete the audit for each year and sign the audit reports with the actual current signing date.
4. Generate the UDIN immediately after each audit report is signed.
5. Convene the AGM and adopt the financial statements.
6. File AOC-4 within the applicable period after adoption.
7. File MGT-7 or MGT-7A within the applicable period after the AGM.
8. Separately review the missed AGM defaults under Sections 96 and 99 and assess whether compounding under Section 441 is required.
Section 137 also contains a separate mechanism where an AGM has not been held. The financial statements may be filed with a statement of facts and reasons for not holding the AGM. That filing route does not, by itself, remove the company’s exposure under Section 99.
The practical lesson
A reduced additional fee is not the same as complete compliance.
The company may clear its AOC-4 and MGT-7 backlog under CCFS-2026. That does not automatically mean that every underlying default has disappeared.
The file should contain a clear record of the actual audit date, the UDIN generated for each audit report, board approvals, AGM notices, AGM minutes, adopted financial statements, ROC filings, and the separate action taken for the AGM default.
The fee relief under CCFS-2026 is useful. It should not be treated as permission to backdate documents or as an amnesty for missed AGMs.
A company is not fully regularised merely because its overdue forms have been uploaded.
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Disclaimer: This article is for general guidance based on the provisions and circulars available at the time of writing. It does not constitute professional advice. The current MCA and ICAI position should be verified before action is taken.
About the author: CA Snigdha Nigam is a practising Chartered Accountant and the author of this article. She can be reached at hi@snigdha360.com.
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