AGM Not Held by 30 September 2026? What It Costs and How to Fix It

For a company whose financial year ended on 31 March 2026, the annual general meeting had to be held by 30 September 2026. That date has gone, and on 24 October the Ministry of Corporate Affairs issued General Circular 05/2026, which gave companies extra time to file AOC-4 and MGT-7 without additional fees. Many founders read the headline and concluded that the pressure was off. It is not, and paragraph 3 of the circular says why.

That paragraph states that the circular should not be construed as extending the statutory time for holding AGMs, and that companies which have not adhered to the relevant timelines remain liable under the Act. In other words, the Ministry has moved the filing fee goalposts. It has not moved the meeting goalposts. Choose the situation closest to yours.

Most late AGMs we see are not the result of anyone ignoring the law. They happen because the auditor is waiting for a stock count, a director is abroad, the board is waiting for a shareholder, or the founder assumes the AGM can be done later along with the filing. All of those are understandable, and none of them is a defence on its own. The better question to ask is how to close the gap now and keep the next year clean.

As public references summarise Section 96 of the Companies Act, 2013, every company other than a One Person Company must hold an AGM every year. Three rules matter. The first AGM must be held within nine months of the close of the first financial year, and no AGM is needed in the year of incorporation. Later AGMs must be held within six months of the close of the financial year, which is why 30 September is the date for a 31 March year end. And the gap between two AGMs must not exceed 15 months.

The Registrar of Companies can extend the time for holding an AGM, other than the first one, by up to three months for a special reason. This is a discretionary relief that has to be requested before the deadline passes and supported by an order. It is not something a company can assume or backdate.

The consequence of default is set out in Section 99. As reported by public references, the company and every officer in default may be fined up to ₹1,00,000, and where the default continues, a further fine of up to ₹5,000 may apply for each day. The words “officer in default” matter, because the exposure is not only the company's. Directors and other officers who are responsible can be named individually.

It is also worth separating three things that are often mixed up. The AGM date, the date accounts are adopted, and the filing dates are linked, but they are different obligations with different consequences. A company can hold its AGM on time and file late, or hold the AGM late and then file promptly. The circular touches only the filing side.

Enter the date on which your AGM was held, or the date you plan to hold it. The estimator counts the days after 30 September, shows the statutory ceiling for one person, and then shows how your AOC-4 and MGT-7 dates move because they are counted from the AGM.

The ceiling can look frightening, and it is meant to show the shape of the risk rather than a bill. In real cases, defaults of this kind are dealt with through the Registrar's adjudication or through compounding, and the amount depends on the facts, the length of delay, the size of the company and the conduct of the officers. The sensible response is neither panic nor silence. It is to hold the meeting, document the reasons for the delay honestly, and let a professional guide the process.

Note how the filing dates change as well. If you hold the AGM on 15 December, for instance, your AOC-4 would normally fall due 30 days later, which is after the circular's 31 December date. In that case the later date is shown, because we read the relief as a cap on the fee-free period and not as a shortening of your normal time. Check this with your CA before relying on it.

Founders usually think only about the six-month rule, but there is a second clock. Even where six months have not passed, the gap between two consecutive AGMs cannot be more than 15 months. If your last AGM was early, the 15-month limit might be the earlier of the two, and you would be late without realising it.

For most companies that held last year's AGM close to 30 September, the six-month limit is the binding one. For companies that held their previous AGM very early, say in June, the 15-month rule can bite first. Run your own date through the tool each year, and put the earlier of the two on the board calendar.

Because the AOC-4 is counted from the AGM, a late AGM delays the whole filing chain. The tabs below show how the dates shift under three scenarios, using the circular's relief of 31 December 2026 for AOC-4 and 31 January 2027 for MGT-7. Dates are rounded for the example and the later of the two dates is shown as the fee-free point.

How financial statements are to be filed in a year where the AGM itself has not been held is a technical question on which you need your CS. The route, any explanatory statement and the way the Registrar records the filing can differ from the ordinary case. Do not leave that question to the last week of December.

The goal is to reach a clean position as quickly as practical, with every document in order. Tap each step to see what it involves.

Two habits prevent the same problem next year. First, fix next year's AGM date on the board calendar before this year's paperwork is finished, and tell the auditor early. Second, treat the AGM as the start of a 60-day filing sprint and not as the finish line. The AGM triggers the ADT-1, the AOC-4 and the MGT-7, so a company that holds it on the last day has the least time to file.

If you are already late, or you are unsure whether you are, our team can review the timeline with you, speak to your auditor, draft the notice and minutes, and file the dependent forms. You can read how the service works on our Annual ROC Compliance page, or read what the circular means for the filings in our guide to MCA Circular 05/2026.