Every private limited company must hold an Annual General Meeting, commonly called an AGM, within the time allowed under the Companies Act, 2013. The AGM gives shareholders an opportunity to review the company’s financial performance, approve important matters, and question management.
For most companies whose financial year ended on 31 March 2026, the normal AGM deadline is 30 September 2026. However, the deadline may differ for a company’s first AGM or where the Registrar of Companies has granted an extension.
This article explains the applicable rules, extension procedure, penalties, and related ROC filings based on the legal position reviewed up to 13 September 2026.
What Is an AGM?
An Annual General Meeting is the yearly meeting of a company’s members or shareholders.
The company normally places the following matters before its members at the AGM:
- Adoption of audited financial statements
- Consideration of the Board’s Report and auditor’s report
- Declaration of dividend, where applicable
- Appointment or reappointment of directors
- Appointment of auditor, where applicable
- Discussion of other matters included in the AGM notice
The Board of Directors conducts the company’s affairs, but shareholders use the AGM to review major outcomes and exercise their voting rights.
Which Companies Must Hold an AGM?
Section 96 of the Companies Act, 2013 requires every company, except a One Person Company, to hold an AGM every year.
Therefore, the requirement generally applies to:
- Private limited companies
- Public limited companies
- Listed companies
- Section 8 companies, subject to applicable exemptions
- Companies with no business activity
- Companies with no turnover
- Companies that have incurred losses
A private limited company cannot avoid its AGM merely because it did not conduct business during the year.
Normal AGM Due Date
For every AGM other than the first AGM, the company must hold the meeting within six months from the close of the financial year.
Since the financial year of most Indian companies ends on 31 March, the normal deadline falls on 30 September.
Accordingly, a private limited company whose financial year ended on 31 March 2026 should normally hold its AGM by 30 September 2026.
The company must also ensure that not more than 15 months pass between two consecutive AGMs.
Example
Suppose a Greater Noida private limited company held its previous AGM on 25 September 2025. Its financial year ended on 31 March 2026.
The company must consider both limits:
- Six months from the close of the financial year: 30 September 2026
- Fifteen months from the previous AGM: 24 December 2026
The earlier date controls the compliance. Therefore, the company should hold its AGM by 30 September 2026 unless the Registrar grants a valid extension.
Due Date for the First AGM
A company must hold its first AGM within nine months from the close of its first financial year.
If the company holds its first AGM within this period, it does not need to hold an AGM in the calendar year in which it was incorporated.
Example
Suppose a company was incorporated on 26 June 2026 and its first financial year closes on 31 March 2027.
Its first AGM must ordinarily be held within nine months from 31 March 2027. Therefore, the last date would normally be 31 December 2027.
The six-month deadline of 30 September does not apply to the company’s first AGM.
Is an AGM Required When There Is No Business?
Yes. A private limited company generally has to hold its AGM even when:
- It did not issue any invoices.
- It had no sales or revenue.
- It did not open a bank account.
- It incurred only preliminary expenses.
- It remained inactive throughout the year.
- Its business commencement declaration is pending.
- It plans to apply for strike-off.
The company must still prepare its financial statements, complete the statutory audit, obtain Board approval, and place the accounts before its members.
Can the ROC Extend the AGM Due Date?
Yes. The Registrar of Companies may extend the time for holding an AGM for a special reason.
However, the following conditions apply:
- The extension cannot normally exceed three months.
- The extension is not available for the company’s first AGM.
- The company should apply before the original AGM due date.
- The company must explain the genuine reason for requesting additional time.
- The ROC has discretion to approve, reject, or grant a shorter extension.
An application does not automatically extend the deadline. The company should treat the extension as valid only after receiving the ROC’s approval.
How to Apply for an AGM Extension
A company generally applies to the ROC through e-Form GNL-1 on the MCA portal.
The process normally involves the following steps:
- Convene a Board meeting.
- Pass a Board resolution approving the extension application.
- Identify and document the reason for the delay.
- Prepare the extension application and supporting documents.
- File Form GNL-1 with the relevant Registrar of Companies.
- Pay the prescribed filing fee.
- Monitor the application and respond to any clarification raised by the ROC.
- Hold the AGM within the extended period approved by the ROC.
The Board resolution should authorise a director, company secretary, or other eligible officer to sign and submit the application.
Valid Reasons for Seeking an Extension
The ROC examines each application on its facts. Possible reasons may include:
- Delay in completing the statutory audit
- Serious illness or death of a key managerial person
- Natural disaster or major operational disruption
- Loss or destruction of accounting records
- Pending financial information from a subsidiary
- Resignation of the statutory auditor close to the deadline
- Technical or legal complications affecting finalisation of accounts
- Pending investigation or reconciliation involving material balances
Routine negligence, poor planning, or failure to maintain records may not provide a strong basis for approval.
Can the First AGM Be Extended?
Section 96 does not permit the Registrar to grant an extension for the first AGM.
Consequently, a newly incorporated company must carefully calculate its first financial year and complete the audit and AGM within nine months from its close.
If the first AGM deadline is missed, the company may have to consider appropriate legal remedies and face the applicable consequences.
AGM Notice Period
A company must generally give at least 21 clear days’ notice for an AGM.
“Clear days” means that the company excludes:
- The date on which it sends the notice
- The date on which it holds the AGM
The company may hold the AGM at shorter notice if members holding at least 95% of the voting rights consent in the manner prescribed under the Companies Act.
The notice should mention the date, day, time, venue, meeting mode where legally permitted, and business to be transacted.
Time and Place of the AGM
An AGM must generally be held:
- During business hours, between 9:00 a.m. and 6:00 p.m.
- On a day that is not a National Holiday
- At the company’s registered office or another place within the same city, town, or village
An unlisted company may hold its AGM at any place in India if all members give prior consent in writing or electronically.
Companies must also follow any current MCA circulars or legal provisions governing virtual or hybrid meetings.
What Happens If the Company Misses the AGM Deadline?
Failing to hold the AGM on time does not automatically remove the obligation. The company must take corrective action and complete the meeting as soon as legally possible.
Under Section 97, a member may apply to the National Company Law Tribunal if the company fails to hold its AGM. The Tribunal may call the meeting or direct the company to call it and may issue related directions.
Furthermore, non-compliance can affect the company’s annual filings, records, due diligence, banking arrangements, and future corporate transactions.
Penalty for Not Holding the AGM
Section 99 of the Companies Act, 2013 provides consequences when a company fails to comply with the AGM provisions or directions issued under Sections 97 or 98.
Under the presently applicable text, the company and every officer in default may face:
- A fine that may extend to ₹1,00,000
- A further fine that may extend to ₹5,000 for every day during which a continuing default remains
Because corporate-law amendments may change the language, manner of adjudication, or limits, companies should check the provision in force on the date of default.
Does Payment of Penalty Regularise the Default?
No. Paying a penalty does not replace the requirement to hold the AGM.
The company may still need to:
- Hold the delayed AGM
- Complete the statutory records
- File the financial statements
- File the annual return
- Explain the delay to the ROC
- Follow directions issued by the ROC or Tribunal
Therefore, the company should seek professional advice immediately after discovering the default.
ROC Filings After the AGM
Holding the AGM triggers important annual filing deadlines.
Form AOC-4
A company generally files its financial statements and related documents in Form AOC-4 within 30 days from the AGM date.
Depending on the company, it may need to use AOC-4, AOC-4 CFS, AOC-4 XBRL, or another applicable version.
Form MGT-7 or MGT-7A
The company generally files its annual return within 60 days from the AGM date.
Eligible One Person Companies and small companies generally use MGT-7A, while other companies use MGT-7, subject to the rules in force.
Example for an AGM held on 30 September 2026
If a company validly holds its AGM on 30 September 2026:
- AOC-4 would generally be due within 30 days.
- MGT-7 or MGT-7A would generally be due within 60 days.
The company should calculate the exact filing dates carefully, including the legal rules applicable when the last date falls on a holiday or the MCA issues a general relaxation.
Additional Fees for Delayed Annual Filing
Failure to file AOC-4 or the annual return within the prescribed period can attract an additional filing fee, commonly calculated at ₹100 per day of delay for each form, subject to the law and fee rules in force.
This additional filing fee is separate from:
- Penalty for failure to hold the AGM
- Penalty for non-filing of financial statements
- Penalty for non-filing of the annual return
- Liability of the company and officers in default
Therefore, holding the AGM late and filing forms late can create multiple consequences.
Practical AGM Compliance Checklist
A private limited company should complete the following work before its AGM:
- Update the books of account.
- Complete bank, GST, TDS, debtor, and creditor reconciliations.
- Prepare the financial statements.
- Obtain the statutory audit report.
- Prepare the Board’s Report and required annexures.
- Obtain Board approval for the financial statements.
- Finalise the AGM notice and explanatory statement, where required.
- Send the notice within the prescribed period.
- Check quorum and attendance requirements.
- Hold the AGM and record the proceedings.
- Prepare and sign the AGM minutes.
- File AOC-4 and MGT-7 or MGT-7A within the applicable deadlines.
Common AGM Mistakes
Companies frequently make the following mistakes:
- Treating 30 September as the deadline for the first AGM
- Assuming that a dormant or loss-making company need not hold an AGM
- Filing GNL-1 after the original deadline
- Treating the extension application as automatically approved
- Sending an AGM notice without allowing 21 clear days
- Holding the meeting on a National Holiday
- Forgetting to obtain consent for shorter notice
- Filing AOC-4 or MGT-7 based on an incorrect AGM date
- Showing an AGM as held when no genuine meeting took place
Companies should maintain genuine notices, attendance records, signed financial statements, minutes, and supporting documents. Backdated or false corporate records can create serious legal and professional consequences.
How Can a Chartered accountant Help
Chartered Accountants, assists private limited companies in Greater Noida with:
- AGM deadline calculation
- Finalisation of books and financial statements
- Statutory audit assistance
- AGM compliance planning
- Board documentation
- AOC-4 filing
- MGT-7 and MGT-7A filing
- Auditor-related compliance
- ROC notices and delayed annual filings
- Strike-off and closure compliance
Early preparation gives the company enough time to resolve accounting differences and complete its AGM correctly.
Official Links
- Ministry of Corporate Affairs
- Companies Act, 2013 on India Code
- MCA Company Forms and Downloads
- National Company Law Tribunal
Companies should verify the latest MCA circulars, notifications, forms, and filing requirements before taking action.
Conclusion
Most private limited companies with a financial year ending on 31 March 2026 must hold their AGM by 30 September 2026. However, a company’s first AGM follows a separate nine-month rule.
The Registrar may grant an extension of up to three months for a subsequent AGM when the company presents a valid special reason. This relief does not apply to the first AGM, and filing an application does not guarantee approval.
Timely planning helps companies avoid penalties, additional filing fees, and regulatory complications. Therefore, every company should complete its accounts, audit, Board approval, AGM notice, and annual filings through a properly documented process.
FAQs
1. What is the AGM due date for FY 2025-26?
For most companies whose financial year ended on 31 March 2026, the normal AGM deadline is 30 September 2026.
2. What is the time limit for the first AGM?
A company must generally hold its first AGM within nine months from the close of its first financial year.
3. Can the ROC extend the first AGM?
No. The Registrar’s power to grant an extension does not apply to the company’s first AGM.
4. What is the maximum AGM extension?
The Registrar may grant an extension of up to three months for an AGM other than the first AGM.
5. Which form is used to request an AGM extension?
A company generally applies through Form GNL-1 on the MCA portal with a Board resolution and supporting reasons.
6. Should the company apply before the AGM due date?
Yes. The company should submit its extension application before the original due date.
7. Is an AGM required when the company has no turnover?
Yes. A private limited company generally needs to hold an AGM even when it has no turnover or business activity.
8. Can an AGM be held at shorter notice?
Yes. An AGM may be held at shorter notice after obtaining consent from members holding at least 95% of the voting rights, subject to the prescribed conditions.
9. What is the penalty for not holding an AGM?
Under the presently applicable Section 99, the company and officers in default may face a fine of up to ₹1,00,000 and a further fine of up to ₹5,000 per day for a continuing default.
10. When should AOC-4 and MGT-7 be filed?
AOC-4 is generally filed within 30 days from the AGM. MGT-7 or MGT-7A is generally filed within 60 days from the AGM.
11. Does an AGM extension also extend the AOC-4 and MGT-7 deadlines?
The annual filing deadlines are generally calculated from the date of the validly held AGM. However, the company must comply with the exact terms of the ROC extension order and applicable filing provisions.
12. Is an AGM required for a One Person Company?
No. Section 96 does not require a One Person Company to hold an AGM. However, an OPC must still complete its applicable annual filings.