We missed the AGM date - can we still hold it, and what does it cost?

You are a director or compliance owner of a private limited company. The financial year closed on 31 March 2026. Your annual general meeting (AGM) was due by 30 September 2026. It is now November, and the meeting has not happened.

First, the plain answer. Nothing in the Companies Act 2013 stops you from holding the AGM late. The law sets a deadline and a penalty for missing it. It does not say the meeting becomes impossible afterwards. The default stays on record, but the company can still hold the meeting, adopt its accounts and file them.

What the law required

Every company other than a One Person Company must hold an AGM each year. It must say in the notice that the meeting is the annual general meeting. No more than fifteen months may pass between one AGM and the next (s.96(1), Companies Act 2013).

For the timing, the same section gives two clocks:

• The first AGM must be held within nine months from the closing of the first financial year.
• In any other case, the AGM must be held within six months from the closing of the financial year (first proviso, s.96(1), Companies Act 2013).

For a 31 March year-end, six months runs to 30 September. That is the date you have missed.

The AGM must be called during business hours, between 9 a.m. and 6 p.m., on a day that is not a National Holiday, and held at the registered office or elsewhere in the same city, town or village. An unlisted company may hold it at any place in India if all members consent in writing or electronically in advance (s.96(2) and its first proviso, Companies Act 2013).

What a missed AGM can cost

The penalty sits in s.99. If a company defaults in holding a meeting under s.96, the company and every officer in default are punishable with a fine of up to ₹1 lakh. If the default continues, a further fine of up to ₹5,000 may be imposed for every day it continues (s.99, Companies Act 2013).

The words are "may extend to", so these are ceilings, not a fixed bill. It is a fine, not a late fee. And it reaches the "officer in default", not just the company.

There is a lighter ceiling for some companies. Where a penalty is payable by a One Person Company, small company, start-up company or Producer Company, s.446B says the penalty is not more than one-half of the penalty in the provision, subject to a maximum of ₹2 lakh for the company and ₹1 lakh for an officer in default (s.446B, Companies Act 2013). Section 99 is worded as a fine. Whether s.446B halves it for your company is a point to settle with your CA before you rely on it.

The Registrar's extension: use it before the date, not after

Section 96 lets the Registrar of Companies extend the time for an AGM "for any special reason" by up to three months. This does not apply to the first AGM (third proviso, s.96(1), Companies Act 2013).

The MCA's general application form GNL-1 carries a purpose option "Extension of period of annual general meeting by three months" (Form GNL-1, Companies (Registration Offices and Fees) Rules 2014). So the route exists on the portal.

Once the six months have passed, ask your CA whether the Registrar will still entertain a request. Do not assume it will.

MCA General Circular 05/2026: relief on filing fees, not on the AGM

On 24 October 2026 the MCA issued General Circular No. 05/2026. For financial year 2025-26 it allows:

• the financial statements in Form AOC-4 (and its variants) to be filed up to 31 December 2026, and
• the annual return in Forms MGT-7 and MGT-7A to be filed up to 31 January 2027,

without payment of additional fees.

The same circular says it is not an extension of the statutory time for holding AGMs. Companies that have not met the timelines remain liable under the relevant provisions of the Act (para 3, General Circular No. 05/2026). Filings made after the circular's dates attract all fees, including additional fees, counted from the date the filing was actually due under the Act (para 4, General Circular No. 05/2026).

So the circular helps with the filing cost. It does not remove the s.99 exposure for the late AGM.

The deadline clock after the AGM

Holding the meeting starts several clocks. Know them before you fix the date.

Notice. A general meeting needs not less than clear twenty-one days' notice, in writing or by electronic mode. Shorter notice is allowed for an AGM if not less than ninety-five per cent of the members entitled to vote consent in writing or by electronic mode (s.101(1) and proviso, Companies Act 2013). "Clear" days means the day the notice is given and the day of the meeting are not counted.

Accounts to members. The financial statements, the auditor's report and the attached documents must go to every member not less than twenty-one days before the meeting (s.136(1), Companies Act 2013). If sent later, they are treated as duly sent if the required majority of members agree (proviso to s.136(1), Companies Act 2013).

Accounts laid at the AGM. The Board lays the financial statements for the financial year before the meeting (s.129(2), Companies Act 2013).

Financial statements to the Registrar. A copy of the financial statements, adopted at the AGM, goes to the Registrar within thirty days of the date of the AGM (s.137(1), Companies Act 2013). The form is AOC-4 (rule 12(1), Companies (Accounts) Rules 2014).

Annual return. The annual return goes to the Registrar within sixty days from the date the AGM is held (s.92(4), Companies Act 2013). The form is MGT-7, except that a One Person Company or small company files MGT-7A (rule 11(1), Companies (Management and Administration) Rules 2014, as substituted in 2021).

If the AGM is never held. The Act does not let the filing duty lapse. The annual return must be filed within sixty days from the date the AGM should have been held, with a statement of reasons for not holding it (s.92(4), Companies Act 2013). The financial statements, signed, with a statement of facts and reasons for not holding the AGM, must be filed within thirty days of the last date by which the AGM should have been held (s.137(2), Companies Act 2013).

Late filing: penalty and additional fees

Late filing carries its own cost, separate from s.99.

• Annual return. If the company fails to file by the deadline, the company and every officer in default are liable to a penalty of ₹10,000, and ₹100 for each day after the first during which the failure continues. The maximum is ₹2 lakh for a company and ₹50,000 for an officer in default (s.92(5), Companies Act 2013).
• Financial statements. If the company fails to file by the deadline, it is liable to a penalty of ₹10,000, plus ₹100 for each day the failure continues, subject to a maximum of ₹2 lakh. The managing director and the Chief Financial Officer, or in their absence the director charged by the Board with this duty (or, if none, all the directors), face ₹10,000 plus ₹100 per day after the first, to a maximum of ₹50,000 (s.137(3), Companies Act 2013).
• Additional fee on the form. Sections 92(4) and 137 also allow "such fees or additional fees as may be prescribed". The amount of the additional fee is set by the fee rules, not by the Act. Check the current figure on the MCA portal before you file.

Filing inside the circular's windows avoids the additional fee. Ask your CA whether it changes the s.92(5) and s.137(3) penalties.

Step by step

• Confirm the facts. Note the financial year-end, whether this is the first AGM, the date of the last AGM, and whether the accounts are audited and signed. Check the fifteen-month gap as well as the six-month date (s.96(1), Companies Act 2013).
• Complete the accounts and the audit. The meeting needs financial statements to lay before it (s.129(2), Companies Act 2013).
• Fix the date. Choose a day that is not a National Holiday, with a start and end between 9 a.m. and 6 p.m. (s.96(2), Companies Act 2013). Work back from it for the notice and for sending accounts, each at least twenty-one days unless the consent route applies (s.101(1) and s.136(1), Companies Act 2013).
• Send the notice and the accounts. Specify the meeting as the annual general meeting in the notice (s.96(1), Companies Act 2013). Keep proof of dispatch and any member consents.
• Hold the meeting and adopt the accounts. Record the minutes. If the accounts are not adopted, the Act has a provision for filing the unadopted statements within thirty days, to be taken as provisional until adopted at an adjourned AGM (first proviso, s.137(1), Companies Act 2013).
• File AOC-4 within thirty days of the AGM, or use the circular's window for FY 2025-26 (s.137(1), Companies Act 2013; General Circular No. 05/2026).
• File MGT-7 or MGT-7A within sixty days of the AGM, or use the circular's window (s.92(4), Companies Act 2013; General Circular No. 05/2026).

If the Board will not call the meeting

Any member can apply to the Tribunal where the AGM is not held. The Tribunal may call the AGM, and may direct that one member present in person or by proxy is a meeting (s.97(1), Companies Act 2013). Ignoring the Tribunal's directions is itself a default under s.99.

What not to do

• Do not backdate. Do not hold the meeting on paper for 30 September when it takes place in November. The minutes must show the real date. The filing clocks run from the real date of the AGM.
• Do not skip the meeting and file the accounts anyway. The Act treats an unheld AGM as its own case, with a statement of reasons (s.92(4) and s.137(2), Companies Act 2013).
• Do not treat the MCA circular as an AGM extension. It says it is not one (para 3, General Circular No. 05/2026).

What to do now

• Next step: Fix a meeting date, send the twenty-one-day notice and the accounts, and hold the AGM with the true date in the minutes (s.96(1), s.101(1), s.136(1), Companies Act 2013).
• Deadline: The AGM was due within six months of the year-end, that is 30 September for a 31 March year-end (s.96(1), Companies Act 2013). After the AGM, AOC-4 is due in thirty days and the annual return in sixty days (s.137(1), s.92(4), Companies Act 2013). For FY 2025-26, filing by 31 December 2026 (AOC-4) and 31 January 2027 (MGT-7 or MGT-7A) avoids additional fees (General Circular No. 05/2026).
• Consequence: A fine up to ₹1 lakh on the company and each officer in default, plus up to ₹5,000 a day while the default continues (s.99, Companies Act 2013), and separate penalties for late filing (s.92(5), s.137(3), Companies Act 2013).

Have a CA review your facts before you act or file.

FAQs

Can we hold the AGM after the due date?
The Act sets the due date and the penalty for missing it (s.96(1) and s.99, Companies Act 2013). It does not bar a late meeting. Holding it ends the continuing default, though the fine exposure for the period already missed is a matter for your CA.

How much is the penalty for a missed AGM?
Up to ₹1 lakh, and up to ₹5,000 a day for continuing default, on the company and each officer in default (s.99, Companies Act 2013). These are maximums.

Does General Circular 05/2026 waive the AGM penalty?
No. It relieves additional fees for filing FY 2025-26 AOC-4 and MGT-7 within its dates. It says it does not extend the time for holding AGMs (paras 2 and 3, General Circular No. 05/2026).

Can the Registrar extend the AGM date?
For an AGM other than the first, the Registrar may extend by up to three months for a special reason (third proviso, s.96(1), Companies Act 2013). Whether a request still works after the date has passed is a question to put to your CA.

When do I file AOC-4 and MGT-7 if the AGM is late?
AOC-4 within thirty days of the AGM and the annual return within sixty days of it (s.137(1) and s.92(4), Companies Act 2013). If the AGM is never held, the clocks run from the date the AGM should have been held (s.137(2) and s.92(4), Companies Act 2013).

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See Also

• Shareholders did not adopt the accounts: what the company still files with the ROC
• We changed our LLP agreement. Do we have to file Form 3 within 30 days?
• Can we change our company's financial year from 31 March?