Overview
A renewable energy project — solar, wind, or hydro — is typically structured as a Private Limited SPV incorporated specifically for the project. The SPV takes consortium term loans from banks and NBFCs, each loan secured by a charge on the project assets (land, plant, equipment). The SPV has no employees, minimal transactions outside of project execution, and a board dominated by investor or lender nominees. Its compliance calendar is lean but non-negotiable: charges must be registered promptly, board meetings must be held, and annual filings must be current to avoid lender covenant triggers.
Key Compliance Obligations
Project Finance Charge Management
Consortium term loans create multiple simultaneous charges on the same project assets. Each lender's charge must be separately registered via CHG-1 within 30 days. As loans are repaid or refinanced, CHG-4 satisfaction filings must be made within 30 days of the release. Unsatisfied charges on title block refinancing.
Board Meeting Governance
Minimum 4 board meetings per year with proper notices, agendas, and minutes. Infrastructure SPVs often have lender nominee directors who attend remotely — meeting mechanics, quorum, and video-conference compliance under the Companies Act must be properly managed.
Annual Compliance
MGT-7 and AOC-4 filings are required even for SPVs under construction or in pre-revenue phase. Director KYC (DIR-3 KYC) must be completed annually for all directors including nominee directors. Non-filing creates lender covenant breach alerts.
Shareholding & Capital Events
Infrastructure projects attract PE co-investment, AIF participation, and strategic equity. Each allotment requires PAS-3 within 15 days. Foreign PE investment requires FC-GPR. Rights issues and private placements must follow Section 62 and Section 42 processes respectively.
Regulatory Approvals & Board Resolutions
Land acquisition, environmental clearances, power purchase agreements, and grid connectivity applications all require board-authorised resolutions. Consistent, properly maintained board resolution registers are essential for regulatory and lender documentation.
Common Compliance Failures
These are the gaps we most frequently encounter when onboarding infrastructure & energy clients — situations that require remediation before the company can present a clean compliance record to investors, lenders, or acquirers.
- CHG-1 not filed within 30 days — charge void, lender loses priority security
- CHG-4 not filed after refinancing — old lender's charge remains on MCA, new lender's security unclear
- Annual filings in arrears — lender covenant breach, potential loan acceleration
- Nominee director DIR-3 KYC missed — DIN deactivated, company filings blocked
- Board resolution record-keeping informal — creating authentication issues for regulatory submissions
Key Risk
An unregistered charge is void against the company's liquidator and creditors — creating a situation where a lender who disbursed funds against a security that was not registered within 30 days may have no enforceable security interest.
How We Help
We provide end-to-end governance and compliance support for infrastructure & energy companies — from maintaining the annual compliance calendar to managing FEMA filings, structuring equity events, and preparing for investor due diligence. Every engagement is handled by a qualified governance and advisory professional with direct client access.