First AGM & AOC-4 MGT-7 Deadlines 2026

If your company closed its first financial year on 31 March 2026, its first annual general meeting must be held by 31 December 2026 — within nine months from the close of the first financial year (first proviso to s.96(1), Companies Act, 2013). A company incorporated on or after 1 January 2026 instead closes its first financial year on 31 March of the following year — so a January–March 2026 incorporation faces its first AGM by 31 December 2027 (s.2(41)). Once that meeting closes, two ROC filings cascade: Form AOC-4 (financial statements) and Form MGT-7 or MGT-7A (annual return), each with its own deadline and penalty for delay.

Note the 9-month rule applies only to the first AGM; later AGMs must be held within six months of the financial year-end. And unlike later AGMs, the first AGM cannot be extended by the Registrar — s.96(1) permits extension of "any annual general meeting, other than the first annual general meeting", by up to three months.

One Person Company (OPC) exception: s.96(1) applies to "every company other than a One Person Company" — an OPC holds no AGM. An OPC files its financial statements within 180 days from closure of the financial year (proviso to s.137(1)) — i.e. 27 September 2026 for FY 2025-26. That date has now passed, so a still-pending OPC filing attracts the s.137(3) penalty and additional fees. The OPC files its annual return in Form MGT-7A.

Key point: hold the first AGM by 31 December 2026, then count 30 days for AOC-4 and 60 days for the annual return. Failure to hold the AGM itself is separately punishable.

The filing cascade: AOC-4 and MGT-7 deadlines

Form	What it covers	Statutory basis	Deadline	Penalty
AOC-4	Financial statements adopted at the AGM, with documents required to be attached	s.137(1)	30 days from the AGM	₹10,000 + ₹100/day, max ₹2 lakh (company); max ₹50,000 (MD/CFO / director in charge / all directors) — s.137(3)
MGT-7	Annual return with particulars as they stood at the close of the financial year (s.92(1))	s.92(4)	60 days from the AGM (or from the date it should have been held, if none held)	₹10,000 + ₹100/day, max ₹2 lakh (company); max ₹50,000 (each officer in default) — s.92(5)
MGT-7A	Annual return for OPCs and small companies (Rule 11(1), as substituted by the Management and Administration Amendment Rules, 2021)	s.92(4)	60 days, same rule	Same s.92(5) penalties

Practical timeline if your first AGM is held on 31 December 2026:

AOC-4 due: 30 January 2027

MGT-7/MGT-7A due: 1 March 2027

The reduced penalty caps (₹2 lakh per company, ₹50,000 per officer) were introduced by the Companies (Amendment) Act, 2020. OPCs, small companies, start-ups and producer companies pay not more than half the specified penalty, capped at ₹2 lakh for the company and ₹1 lakh for an officer in default (s.446B).

Who files MGT-7 vs MGT-7A?

"Every company shall file its annual return in Form No. MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return ... in Form No. MGT-7A" (Rule 11(1), as substituted in 2021).

A small company is one whose paid-up capital does not exceed ₹10 crore and whose turnover does not exceed ₹100 crore (Rule 2(1)(t), Specification of Definitions Details Rules, as amended by G.S.R. 880(E) dated 1 December 2025). The older ₹4-crore / ₹40-crore limits no longer apply — companies between the old and new limits now file MGT-7A.

PCS certification: the annual return "filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8" (Rule 11(2)). MGT-8 is the certificate on the annual return — not a secretarial audit report — and it is required only above those thresholds, not for every MGT-7.

Step-by-step: filing AOC-4 on MCA V3

Form AOC-4 must be filed within 30 days of the AGM (s.137(1)); if statements are not adopted, the unadopted statements are filed within 30 days as provisional, and adopted statements again within 30 days of the adjourned AGM.

Board approval: the Board approves the financial statements at a board meeting.
AGM adoption: shareholders adopt the statements at the AGM.
Login to MCA V3: Company E-Filing → Annual Filing → Form AOC-4.
Attach required documents: balance sheet, profit & loss account, notes, auditor's report, Board's report (and consolidated statements where applicable).
Sign with Director DSC and complete any professional certification the form requires.
Pay filing fee: ₹200 to ₹600 depending on nominal share capital (Companies Registration Offices and Fees Rules, 2014 — ₹200 up to ₹1 lakh capital, rising to ₹600 at ₹1 crore or more).

Step-by-step: filing MGT-7/MGT-7A on MCA V3

Prepare the annual return with particulars as they stood at the close of the financial year — not the AGM date (s.92(1)).
PCS certification (MGT-7 only): required in Form MGT-8 only for listed companies and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more (Rule 11(2)).
Login to MCA V3: Company E-Filing → Annual Filing → MGT-7 or MGT-7A.
Sign with DSC and file within 60 days of the AGM (s.92(4)).

Penalties

Under s.137(3) (AOC-4): the company pays ₹10,000 plus ₹100 per day of continuing failure (max ₹2 lakh); the managing director and CFO — failing them, the director charged with compliance, failing that all directors — pay ₹10,000 plus ₹100 per day (max ₹50,000). Under s.92(5) (annual return): the company and every officer in default pay ₹10,000 plus ₹100 per day, capped at ₹2 lakh for the company and ₹50,000 for an officer. Section 446B halves these for OPCs, small companies, start-ups and producer companies (company cap ₹2 lakh, officer cap ₹1 lakh).

Next steps on AGM and annual filing

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First AGM & ROC Filing: AOC-4, MGT-7 Deadlines & Penalties (2026)