Key Takeaways on AGM Compliance
- Every company except a one person company must hold an AGM each financial year under Section 96.
- Three deadline tests apply at once: nine months from the end of the first financial year, six months from the end of every later financial year, and no more than 15 months between two AGMs.
- For a 31 March year end, the FY 2025-26 AGM is due by 30 September 2026. The Registrar may extend by up to three months, but never for a first AGM.
- Notice is 21 clear days, excluding the day of service and the day of the meeting. For a 30 September 2026 meeting the last permissible service date is 8 September 2026, and two days earlier if sent by post.
- Quorum for a private company is two members personally present, and Secretarial Standard SS-2 requires it throughout the meeting.
- Every post-AGM deadline runs from the actual AGM date, not from 30 September. Hold the AGM early and every filing date moves up with it.
- The Section 99 fine is up to Rs 1,00,000 on the company and on every officer in default, plus up to Rs 5,000 a day while the default continues.
The annual general meeting is where a company's financial year becomes legally final. Shareholders adopt the accounts, the auditor is appointed, directors retiring by rotation are re-elected, and any dividend is declared. Every filing that follows, ADT-1, AOC-4, MGT-14 and MGT-7, takes its due date from the AGM.
Which is why the most expensive AGM mistake is not a bad meeting. It is a late one, or one whose date nobody recorded properly, because the entire downstream filing chain then runs from the wrong day.
This guide sets out the deadline arithmetic, the notice and quorum rules, where e-AGMs stand, and the filing chain that follows, for a private limited company with a 31 March year end.
Looking for expert help with AGM compliance private limited company, section 96 Companies Act AGM due date, 21 clear days AGM notice, AGM quorum private company, e-AGM VC OAVM, post AGM ROC filings? The team at Tax Garden, based in Kondapur, Hyderabad, helps Indian SMEs stay compliant. End-to-end filings, notices, and deadline tracking, all in one place.
Who Must Hold an AGM
| Entity | AGM required |
|---|---|
| Private limited company | Yes |
| Public limited company | Yes |
| One person company | No, exempt under the proviso to Section 96(1) |
An OPC is exempt from the meeting, not from the paperwork. It still files AOC-4 and the annual return in MGT-7A, and for an OPC a resolution communicated by the sole member and entered in the minutes book is treated as passed at a general meeting.
MGT-7A, incidentally, is the annual return form for both one person companies and small companies. Every other company files MGT-7.
The Three Deadline Tests
Section 96 imposes three tests, and a company has to satisfy all of them at the same time. Passing two is not compliance.
| Test | Requirement |
|---|---|
| First AGM | Within nine months of the end of the first financial year |
| Every later AGM | Within six months of the end of that financial year |
| Gap | Not more than 15 months between one AGM and the next |
The third test is the one that catches companies out. Two AGMs can each fall inside their own six-month window and still breach Section 96 if the interval between them stretches past 15 months. A company that holds its FY 2024-25 AGM on 30 June 2025 and its FY 2025-26 AGM on 30 September 2026 has a gap of 15 months exactly and is at the edge.
The 15-month test does not apply to the first AGM, since there is no preceding meeting to measure from.
Dates for a 31 March Year End
| Financial year | AGM due |
|---|---|
| FY 2025-26, ending 31 March 2026 | 30 September 2026 |
| FY 2026-27, ending 31 March 2027 | 30 September 2027 |
| Company incorporated 15 May 2025 | First financial year ends 31 March 2026, first AGM due 31 December 2026 |
A company incorporated on or after 1 January 2026 gets a longer first financial year under Section 2(41), running to 31 March 2027, and its first AGM is due by 31 December 2027. Check the incorporation date before assuming the first AGM falls in the next calendar year.
Registrar Extension
Under the third proviso to Section 96(1) the Registrar may, for special reasons, extend the time for holding an AGM by up to three months. Two limits apply.
- The extension is not available for a first AGM. That deadline is hard.
- It is granted on special reasons shown, not on request. Pending audit for want of records, litigation, or the death or incapacity of a key officer are the kinds of grounds that succeed. Convenience is not.
For a March year end company the latest possible AGM date with an extension is 31 December.
Day, Time and Place
| Requirement | Rule |
|---|---|
| Day | Any day that is not a national holiday, which means 26 January, 15 August and 2 October |
| Time | Business hours, between 9:00 AM and 6:00 PM |
| Place | The registered office, or some other place within the city, town or village where the registered office is situated |
There is an important relaxation most summaries omit. Under the proviso to Section 96(2), inserted by the Companies (Amendment) Act 2017, an unlisted company may hold its AGM at any place in India if consent is given in advance, in writing or electronically, by all the members. That covers most private companies and is the clean route to holding an AGM somewhere other than the registered office city.
Notice: 21 Clear Days
Section 101 requires not less than 21 clear days notice in writing or electronic mode to every member, every director, the auditor, and to the legal representative of a deceased member or the assignee of an insolvent member.
"Clear days" excludes both the day the notice is served and the day of the meeting.
Worked example. For an AGM on 30 September 2026, the 21 clear days are 9 to 29 September. The last permissible date of service is 8 September 2026.
Add two days if you are serving by post. Section 20 deems service effected at the expiry of 48 hours after the letter is posted, so a postal notice for a 30 September meeting should go out by 6 September.
Shorter Notice
An AGM may be called at shorter notice with the consent, in writing or by electronic mode, of not less than 95% of the members entitled to vote at that meeting.
The test is different for other general meetings. For an EGM of a company with share capital, shorter notice needs consent of a majority in number of members entitled to vote, holding not less than 95% of the paid-up share capital carrying voting rights. Do not carry the AGM test across to an EGM.
What the Notice Must Carry
- The day, date, hour and full address of the venue, or the VC or OAVM joining details
- The agenda, separating ordinary business from special business
- An explanatory statement under Section 102 for every item of special business
- A statement that a member may appoint a proxy, and the proxy form in MGT-11
- The route map and other particulars required by Secretarial Standard SS-2 where the meeting is physical
Quorum
| Company | Quorum |
|---|---|
| Private limited company | 2 members personally present |
| Public company, up to 1,000 members | 5 members personally present |
| Public company, 1,001 to 5,000 members | 15 members personally present |
| Public company, more than 5,000 members | 30 members personally present |
Secretarial Standard SS-2 requires quorum to be present throughout the meeting, not merely at the start.
If Quorum Fails
Section 103(2) is specific, and the draft answer most guides give is too vague to act on.
If quorum is not present within half an hour of the appointed time:
- Where the meeting was called on a requisition by members, it stands cancelled.
- In any other case, including an AGM, it is adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Board determines.
At the adjourned meeting, if quorum is again absent within half an hour, the members present are the quorum. That saving provision is what lets a company complete its AGM despite shareholder apathy, and it is the reason the adjournment must be minuted properly.
e-AGM by Video Conference
The Ministry of Corporate Affairs has permitted companies to conduct AGMs and EGMs through video conference or other audio visual means by a running series of general circulars issued since 2020, each extending the previous one. The facility was most recently extended in September 2025.
Because the permission rests on circulars that are renewed rather than on a permanent amendment, check the current circular on mca.gov.in before fixing the mode of your meeting. The conditions attached to it, particularly on recording and on e-voting, have changed between versions.
The platform requirements have been stable across the circulars:
- Two way audio visual communication, so members can hear and be heard
- Capacity of at least 1,000 members on a first come first served basis for larger companies
- A recorded transcript, retained in the company's custody
- A facility to register speaker shareholders in advance
- Attendance recorded, with attendance through VC counting for quorum under Section 103
For a private limited company with a handful of shareholders, an e-AGM is straightforward: the notice must carry the joining details and a helpline, the chairperson must confirm quorum on the call, and the minutes must record that the meeting was held by VC or OAVM and who attended by that route.
A note on pending legislation. Proposals have circulated to require at least one physical AGM every three years and to shorten notice for virtual EGMs. Those are proposals. Nothing in this guide assumes them, and neither should your compliance calendar until they are notified.
Business at the AGM
Ordinary Business
Section 102(2) fixes four items as ordinary business at an AGM. They need no explanatory statement.
| Item | Resolution |
|---|---|
| Consideration and adoption of the financial statements, the Board's report and the auditor's report | Ordinary |
| Declaration of dividend, if any | Ordinary |
| Appointment of directors in place of those retiring by rotation | Ordinary |
| Appointment of the auditor and fixing of remuneration | Ordinary |
Note that director retirement by rotation applies to public companies. A private company's articles usually provide otherwise, so this item often does not arise, and putting it on the agenda when the articles do not require it creates confusion in the minutes.
Special Business
Everything else transacted at an AGM is special business and requires an explanatory statement under Section 102 annexed to the notice, setting out the material facts, the nature of the concern or interest of every director, manager and key managerial personnel, and any other information needed for members to decide.
Typical special business includes an increase in authorised capital, alteration of the memorandum or articles, approval of related party transactions above the prescribed threshold, an increase in managerial remuneration beyond limits, and issue of shares or sweat equity.
Ordinary Versus Special Resolution
| Ordinary resolution | Special resolution | |
|---|---|---|
| Threshold | Votes in favour exceed votes against | Votes in favour are at least three times the votes against |
| Notice | Must specify the business | Must specify the intention to propose it as a special resolution |
| Typical use | Adoption of accounts, dividend, auditor appointment | Alteration of memorandum or articles, capital changes, certain related party transactions |
| Filing | None as such | MGT-14 within 30 days |
The special resolution threshold is often written as "75%". Section 114(2) actually phrases it as votes cast in favour being not less than three times the votes cast against, counting only votes cast. Abstentions do not count against you.
Minutes
Under Section 118 and Rule 25 of the Companies (Management and Administration) Rules 2014:
- Minutes are entered in the minute book within 30 days of the conclusion of the meeting
- Pages are consecutively numbered and the book is kept at the registered office
- Minutes are signed by the chairperson of that meeting, or in the event of death or inability by a director authorised by the Board
- Once signed, minutes are not altered. A correction is made by a subsequent entry, not by changing the original
SS-2 adds that draft minutes should be circulated to all directors within 15 days.
Record at minimum the date, time, place or mode, the names of members and directors present, confirmation of quorum, the manner in which each resolution was passed with voting details, any dissent, and the time of conclusion.
The Post-AGM Filing Chain
Every date below runs from the actual AGM date. The illustrative dates assume an AGM held on 30 September 2026. Hold the meeting on 20 September and every date moves ten days earlier.
| Form | Purpose | Due | Illustrative date |
|---|---|---|---|
| ADT-1 | Intimation of auditor appointment | 15 days from the AGM | 15 October 2026 |
| AOC-4 | Financial statements with the Board's and auditor's reports | 30 days from the AGM | 30 October 2026 |
| MGT-14 | Special resolutions passed at the AGM | 30 days from the AGM | 30 October 2026 |
| MGT-7 or MGT-7A | Annual return | 60 days from the AGM | 29 November 2026 |
AOC-4 and the annual return are due whether or not the company traded. A dormant company with no revenue files them like any other.
If a dividend is declared, Section 127 requires it to be paid or the warrant posted within 30 days of declaration, and any unpaid amount transferred to a separate unpaid dividend account within seven days after that period expires.
The wider annual calendar, including DIR-3 KYC and DPT-3, is covered in our ROC annual compliance guide and the FY 2026-27 compliance calendar.
What Late Filing Actually Costs
Two separate charges apply, and most write-ups merge them into one number.
Additional filing fee. For AOC-4 and MGT-7 the MCA charges Rs 100 per day of delay, with no cap. For ADT-1, MGT-14 and most other forms the additional fee is a multiple of the normal fee on a slab basis, rising from two times for a delay up to 30 days to twelve times beyond 180 days.
Statutory penalty. Separate from the fee, and adjudicated.
| Default | Company | Officer in default |
|---|---|---|
| AOC-4, Section 137(3) | Rs 10,000 plus Rs 100 a day, capped at Rs 2,00,000 | Rs 10,000 plus Rs 100 a day, capped at Rs 50,000 |
| Annual return, Section 92(5) | Rs 10,000 plus Rs 100 a day, capped at Rs 2,00,000 | Rs 10,000 plus Rs 100 a day, capped at Rs 50,000 |
The Rs 5,00,000 ceiling quoted in older material for the annual return was replaced by the Companies (Amendment) Act 2020. There is no Rs 300 a day or minimum Rs 60,000 charge for ADT-1; that figure appears in circulation but has no statutory basis.
Penalty for Not Holding the AGM
Section 99 applies where a company defaults in holding a meeting under Section 96, 97 or 98, or in complying with a Tribunal direction.
| Defaulter | Fine |
|---|---|
| The company | Up to Rs 1,00,000 |
| Every officer in default | Up to Rs 1,00,000 |
| Continuing default | A further fine up to Rs 5,000 for every day the default continues, on the company and on each officer in default |
Note the wording. It is a fine of up to Rs 1,00,000, not a floor, and the daily amount attaches to the company and to each officer, not to officers alone.
The Tribunal Route
Under Section 97, where a company defaults in holding an AGM, any member may apply to the National Company Law Tribunal, which may call or direct the calling of the meeting and give ancillary directions, including that one member present in person or by proxy shall constitute the meeting.
Where the default has already happened, the offence is compoundable under Section 441. In practice the Tribunal has imposed compounding fees running into tens of lakhs on companies that let AGMs slip across several consecutive financial years, with separate amounts on each officer in default. The amounts scale with the length of the default, which is the argument for regularising one missed AGM immediately rather than letting a second one slide.
AGM and EGM Compared
| AGM | EGM | |
|---|---|---|
| Frequency | Once every financial year, mandatory | As required |
| Business | The four ordinary items, plus any special business | Special business only, all of it requiring an explanatory statement |
| Timing | Within six months of the year end, and within 15 months of the last AGM | Any time |
| Notice | 21 clear days | 21 clear days |
| Shorter notice | Consent of 95% of members entitled to vote | Majority in number holding 95% of paid-up voting capital |
| Quorum | Section 103 applies | Section 103 applies identically |
| Called by | The Board | The Board, or on requisition by members holding at least one tenth of paid-up capital, or by the requisitionists themselves |
AGM Checklist
Four to six weeks before
- Audited financial statements finalised and signed
- Board's report prepared under Section 134
- Auditor's report received
- Board meeting held to approve the accounts and to call the AGM
- Notice drafted with the agenda and any Section 102 explanatory statement
- Notice served on all members, directors and the auditor, by 8 September for a 30 September meeting, or 6 September by post
- MGT-11 proxy form enclosed, VC joining details included if applicable
On the day
- Quorum verified within half an hour of the appointed time
- Attendance register signed, VC attendance recorded separately
- Business taken in the order set out in the notice
- Resolutions put and the manner of passing recorded
- Dissent and any e-voting result recorded
- Time of conclusion noted
After
- Minutes entered in the minute book within 30 days and signed by the chairperson
- ADT-1 filed within 15 days
- AOC-4 filed within 30 days
- MGT-14 filed within 30 days for any special resolution
- MGT-7 or MGT-7A filed within 60 days
- Dividend paid within 30 days of declaration, if any
Where Tax Garden Helps
AGM compliance fails on sequence more than on substance. The notice goes out a day late, the meeting date is not carried into the filing calendar, or a special resolution is passed and MGT-14 is never filed.
Tax Garden's CAs help you:
- Compute your AGM due date against all three Section 96 tests, including the 15-month gap
- Draft the notice, agenda and Section 102 explanatory statements
- Run the meeting physically, by VC or hybrid, and confirm quorum correctly
- Record minutes to Section 118 and SS-2 standards
- File ADT-1, AOC-4, MGT-14 and MGT-7 on dates derived from your actual AGM
- Apply to the Registrar for an extension where the grounds genuinely support one
- Regularise a missed AGM before the default compounds into a second year
Looking for expert help with AGM compliance private limited company, section 96 Companies Act AGM due date, 21 clear days AGM notice, AGM quorum private company, e-AGM VC OAVM, post AGM ROC filings? The team at Tax Garden, based in Kondapur, Hyderabad, helps Indian SMEs stay compliant. End-to-end filings, notices, and deadline tracking, all in one place.
AGM Compliance: Frequently Asked Questions
When is the AGM due for FY 2025-26?
For a company with a 31 March year end, on or before 30 September 2026. The Registrar may extend by up to three months for special reasons, taking the latest possible date to 31 December 2026, but no extension is available for a first AGM.
Can a private limited company skip its AGM?
No. Section 96 requires every company to hold an AGM each financial year. Only a one person company is exempt, and it must still file AOC-4 and MGT-7A.
What are the three AGM deadline tests?
Nine months from the end of the first financial year for a first AGM, six months from the end of the financial year for every later AGM, and a maximum of 15 months between two consecutive AGMs. All three must be satisfied at once.
What is the AGM notice period?
Twenty one clear days, excluding the day of service and the day of the meeting. For an AGM on 30 September 2026 the last permissible service date is 8 September 2026, or 6 September if the notice is sent by post, since Section 20 deems postal service effected after 48 hours.
Can an AGM be held at shorter notice?
Yes, with consent in writing or by electronic mode from not less than 95% of the members entitled to vote at that meeting. The test for an extraordinary general meeting is different: a majority in number of members holding not less than 95% of the paid-up voting capital.
What is the quorum for a private limited company AGM?
Two members personally present. Secretarial Standard SS-2 requires the quorum to be present throughout the meeting, not only at the start.
What happens if quorum is not present?
If quorum is absent half an hour after the appointed time, an AGM stands adjourned to the same day in the next week at the same time and place, or to another day, time and place fixed by the Board. At that adjourned meeting, if quorum is still absent after half an hour, the members present constitute the quorum. A meeting called on members' requisition stands cancelled instead.
Can an AGM be held by video conference?
Yes. The MCA has permitted AGMs and EGMs by video conference or other audio visual means through a series of general circulars renewed since 2020, most recently extended in September 2025. Because the permission runs on renewable circulars rather than a permanent amendment, confirm the current circular on mca.gov.in before fixing the mode.
Can a private company hold its AGM outside the registered office city?
Yes. Under the proviso to Section 96(2) an unlisted company may hold its AGM at any place in India if all members give consent in advance in writing or electronically.
What are the post-AGM ROC filings?
ADT-1 within 15 days, AOC-4 within 30 days, MGT-14 within 30 days for any special resolution, and MGT-7 or MGT-7A within 60 days. Every one of those periods runs from the actual AGM date, so an early AGM brings all four dates forward.
What is the penalty for not holding an AGM?
Under Section 99 the company and every officer in default may each be fined up to Rs 1,00,000, with a further fine of up to Rs 5,000 for every day the default continues. Section 97 also lets any member apply to the National Company Law Tribunal to have the meeting called.
What does late filing of AOC-4 or MGT-7 cost?
Two charges. An additional filing fee of Rs 100 per day with no cap, and a separate penalty of Rs 10,000 plus Rs 100 per day, capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default. The older Rs 5,00,000 ceiling for the annual return was replaced by the Companies (Amendment) Act 2020.
What is the difference between an ordinary and a special resolution?
An ordinary resolution passes when votes in favour exceed votes against. A special resolution requires votes in favour to be at least three times the votes against, counting only votes cast, and the notice must state the intention to propose it as a special resolution. Special resolutions are filed in MGT-14 within 30 days.
Which business at an AGM needs an explanatory statement?
All special business, meaning anything other than the four ordinary items: adoption of the financial statements and reports, declaration of dividend, appointment of directors retiring by rotation, and appointment of the auditor with remuneration. The statement is annexed to the notice under Section 102.
Sources: Companies Act 2013 Sections 96, 97, 98, 99, 101, 102, 103, 114, 118, 127, 134, 137, 92, 20 and 441; Companies (Amendment) Act 2017 (proviso to Section 96(2)); Companies (Amendment) Act 2020 (revised Section 92(5) and 137(3) penalties); Companies (Management and Administration) Rules 2014 Rule 25 and Form MGT-11; Companies (Registration Offices and Fees) Rules 2014 (additional fee slabs); Secretarial Standard SS-2 on general meetings, ICSI; Ministry of Corporate Affairs general circulars on VC and OAVM meetings. Compounding outcomes described are drawn from Tribunal orders that are fact-specific and not binding precedent. Proposals to mandate a periodic physical AGM and to shorten virtual EGM notice are not law and are excluded from the guidance above. Verify current circulars, fees and due dates on mca.gov.in before acting. This article is general information on AGM compliance and not a substitute for professional advice.
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