Legal basis: Section 92(4) and Section 137(1), Companies Act 2013, read with Rule 11 and Rule 12(1), Companies (Accounts) Rules 2014. Effective: ongoing. Source: indiacode.nic.in. Last reviewed by CA Harun Raaj: January 2025.
For private limited companies with a financial year-end of 31 March 2026, the Annual General Meeting (AGM) must be held by 30 September 2026. This deadline triggers two mandatory ROC filings: Form AOC-4 (financial statements) and Form MGT-7 or MGT-7A (annual return). Missing either deadline incurs penalties under the Companies Act 2013, and as of 1 September 2026, no amnesty or grace scheme is available to offset late-filing fees.
This guide sets out what you must file, when, what the penalty is, and whether HRA can handle it flat-fee.
AGM Deadline and Extensions
Section 96(1) of the Companies Act 2013 requires every company (except One Person Companies) to hold an AGM each financial year within 6 months of the close of the financial year. For FY ending 31 March 2026, the AGM must be held by 30 September 2026.
If you cannot hold the AGM by 30 September, Section 96(2) permits an application to the ROC requesting an extension of up to 3 months. No extension is available for a company's first AGM.
Key point: The 30 September 2026 AGM deadline is the trigger date for all post-AGM filings; both AOC-4 and MGT-7 timelines run from the date the AGM is actually held.
Form AOC-4: Financial Statements Filing
Every company must file its audited financial statements, Board Report, auditor's report, and all required annexures with the Registrar of Companies within 30 days of the AGM, under Section 137(1).
Critical: AOC-4 cannot be filed before the AGM. The financial statements must first be placed before and formally adopted by shareholders at the AGM under Section 129(2). Filing an unadopted version is not valid.
FY 2025–26 filing deadline: If AGM held on 30 September 2026 → AOC-4 due by 30 October 2026.
Penalty: Section 137(3) prescribes fines for the company and Managing Director/Whole-time Director. Additional late-filing fees under the Companies (Registration Offices and Fees) Rules 2014 accrue on a sliding scale from the day after the due date and can compound for multi-year defaults.
Form MGT-7 / MGT-7A: Annual Return
Every company must file its annual return within 60 days of the AGM, under Section 92(4).
Small company threshold: Paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore (as per Companies (Specification of Definitions Details) Amendment Rules 2022).
FY 2025–26 filing deadline: If AGM held on 30 September 2026 → MGT-7 / MGT-7A due by 29 November 2026.
Penalty: Section 92(5) imposes a fine of ₹50,000 to ₹5 lakh on the company and every officer in default. For continuing default, an additional fine of ₹100 per day applies (capped at ₹5 lakh).
Company Secretary Certification Requirement
Companies with paid-up share capital of ₹10 crore or more OR turnover of ₹50 crore or more must have the annual return certified by a Company Secretary in Practice under Section 92(2) read with Rule 11(2).
Smaller private companies: the annual return is signed by a director and, if appointed, the company secretary.
Other Post-AGM Filings
End of Amnesty Scheme: CCFS-2026
CCFS-2026 (MCA General Circular No. 01/2026, extended by Circular No. 03/2026) provided an amnesty window for overdue filings from prior financial years. This scheme closed on 31 August 2026. It does not cover FY 2025–26 filings due in October–November 2026. From day 1 of delay on FY 2025–26 filings, full statutory additional fees and penalties apply.
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See Also
Frequently asked questions
What is the AGM deadline for FY 2025–26?
The AGM must be held by 30 September 2026 under Section 96(1) of the Companies Act 2013, which requires an AGM within 6 months of the close of the financial year. If you cannot meet this date, you may apply to the ROC under Section 96(2) for an extension of up to 3 months; no extension is available for a company's first AGM.
Can I file AOC-4 before holding the AGM?
No. Section 137(1) requires AOC-4 to be filed within 30 days *after* the AGM. The financial statements must first be adopted at the AGM under Section 129(2). Filing an unadopted AOC-4 is not valid and will be rejected by the ROC.
What is the deadline for filing MGT-7 after the AGM?
MGT-7 (or MGT-7A for One Person Companies and small companies) must be filed within 60 days of the AGM under Section 92(4). If your AGM is on 30 September 2026, the filing deadline is 29 November 2026.
What penalty applies if I file AOC-4 late?
Section 137(3) imposes fines on the company and Managing Director/Whole-time Director. Additionally, the Companies (Registration Offices and Fees) Rules 2014 impose sliding-scale late-filing fees from the day after the due date; these fees accumulate and can be substantial for multi-year defaults. No amnesty scheme covers FY 2025–26 filings after 31 August 2026.
What penalty applies if I file MGT-7 late?
Section 92(5) imposes a fine of ₹50,000 to ₹5 lakh on the company and every officer in default. For continuing default, an additional fine of ₹100 per day accrues (capped at ₹5 lakh total). Late-filing fees under the registration rules also apply.
Does my company need a Company Secretary in Practice to certify the annual return?
Yes, if your company has paid-up capital of ₹10 crore or more OR turnover of ₹50 crore or more. Section 92(2) read with Rule 11(2) requires certification by a Company Secretary in Practice. Smaller private companies must have the annual return signed by a director and, if appointed, the company secretary.
Is there still an amnesty scheme for late filings in 2026?
No. CCFS-2026 (MCA General Circular No. 01/2026, extended by Circular No. 03/2026) closed on 31 August 2026. This scheme covered overdue filings from prior years only. For FY 2025–26 filings due in October–November 2026, full statutory additional fees and penalties apply from the first day of delay.
What form do I file if my company is a small company?
Small companies (paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore) file MGT-7A as their annual return under Section 92(4). Standalone financial statements are filed as AOC-4 within 30 days of the AGM. Refer to the Companies (Specification of Definitions Details) Amendment Rules 2022 to confirm the small company thresholds for FY 2025–26.
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