Compliance
If a company fails to hold its annual general meeting by the statutory six‑month deadline, the firm and each defaulting officer face a fine of up to ₹1 lakh and an additional ₹5 000 for every day the breach continues, plus delayed statutory filings.
Check your DPDP readiness — free More on the blogSection 96 of the Companies Act, 2013 obliges every company except a One Person Company to convene an annual general meeting each year. The meeting must be called as an AGM in the notice and must occur within six months of the financial year’s close, which for a March year‑end means by 30 September. This requirement exists in addition to any other meetings the board may call.
The first AGM enjoys a special window: it must be held within nine months of the close of the inaugural financial year, and no AGM is required in the incorporation year. After that, each AGM must fall no later than fifteen months after the previous one, creating two overlapping limits that both have to be respected. If the Registrar of Companies identifies a special reason, it may grant an extension of up to three months for any AGM except the first. The extension is not automatic; a formal application must be made and approved before the original deadline expires.
The AGM must be called between 9 a.m. and 6 p.m. on a day that is not a National Holiday. It may be conducted at the registered office or any other place in the same city, town or village. Since June 2018, an unlisted company may hold the AGM anywhere in India if all members give prior written or electronic consent. A Sunday is permissible because the statute only bars National Holidays declared by the Central Government. This nuance often leads to confusion, as many assume weekends are excluded. Planning the meeting on a non‑holiday weekday within business hours ensures compliance with the timing provision.
Failure to hold the AGM by the prescribed date triggers penalties under section 99. The company and each officer in default can be fined up to ₹1 lakh, and an additional ₹5 000 for every day the default persists. Moreover, the statutory returns AOC‑4 and MGT‑7 remain due from the original AGM date, irrespective of the missed meeting. The first AGM also carries the responsibility of appointing the auditor for a five‑year term under section 139(1). The auditor’s appointment must be notified to the Registrar within fifteen days of the AGM. Missing the AGM therefore delays this essential compliance step and may affect audit timelines. Businesses often mistake the fifteen‑month rule as the sole deadline, overlooking the six‑month window from the financial year’s end. Both limits apply, and breaching either invites the same punitive regime. Careful calendar management and early notice issuance are key to avoiding costly penalties.
The AGM must be held within six months of the financial year’s close, so the last permissible date is 30 September. This deadline applies to every AGM after the first, regardless of other scheduling considerations.
No. The three‑month extension granted by the Registrar is available only for AGMs other than the first. The first AGM must be convened within nine months of the close of the inaugural financial year, with no extension permitted.
Yes. Section 96(2) excludes only National Holidays declared by the Central Government. A Sunday is not a National Holiday, so an AGM can be scheduled on that day provided it falls between 9 a.m. and 6 p.m.
Under section 99, the company and each defaulting officer face a fine of up to ₹1 lakh, plus an additional ₹5 000 for every day the default continues. Statutory returns remain due from the original AGM date, adding further compliance pressure.
Published 4 November 2026. Founder & CEO at VidhiSar. I have watched four companies pay for the same mistake, and it was never the mistake anyone expected. VidhiSar is software, not a law firm: every answer names the section it relies on so you can check it, and anything turning on your specific facts is worth putting to a professional. More about who builds this
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