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Penalties Section 99, Companies Act: penalty for failing to hold the AGM

Section 99, Companies Act: penalty for failing to hold the AGM

Companies Act 2013 — 99

Section 99 of the Companies Act, 2013 is the penalty provision for failing to hold the annual general meeting within the Section 96 timeline. The company and every officer in default face a fine which may extend to ₹1,00,000, plus a further fine which may extend to ₹5,000 for each day the default continues.

The Penalty

Up to ₹1,00,000 + ₹5,000/day continuing default

Cap
Fine of up to ₹1,00,000 plus up to ₹5,000 per day of continuing default (s.99); imposed by the court
Calculation base
Days after the s.96 AGM due date
Period
Continuing default until AGM held or Registrar extension granted (s.96(1) third proviso).

When does this apply?

Failure to hold AGM within the s.96 timeline (typically by 30 September of the following FY) without a Registrar-granted extension under the s.96(1) third proviso.

Calculate this amount

This estimate applies only the rate and caps published in the authored rule for this page.

₹0

Worked examples

ScenarioCalculationResult
60-day delay past 30 Sep — company + officerUp to ₹1,00,000 + ₹5,000 × 60 = up to ₹4,00,000 exposure₹4,00,000

How it is levied

s.99 makes the default punishable with fine, so it is a court fine, not a penalty adjudicated u/s 454. Extension of up to 3 months (not for the first AGM) can be sought from the Registrar under the s.96(1) third proviso before the due date.

CA review

Confirm the current initial-fine and per-day amounts — Companies Amendment Acts have periodically revised these; the ₹5,000/day continuing figure comes from s.99 as it stands.

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