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{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”How much extension can the ROC grant for holding the AGM?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Under the proviso to Section 96(1) of the Companies Act 2013, the Registrar of Companies can grant an extension of up to 3 months for holding the AGM on special reasons shown by the company. This means the AGM can be held up to 31 December 2026 for FY 2025-26 (instead of the 30 September 2026 deadline) if the ROC approves the extension. A company in its first year of incorporation cannot apply for this extension, since the first AGM is already permitted to be held within 9 months of the close of the first financial year.”}},{“@type”:”Question”,”name”:”When must the extension application be filed?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The extension application in Form XAG must be filed BEFORE the AGM due date of 30 September. An extension cannot be applied for retrospectively after the deadline has passed. If a company fails to hold the AGM by 30 September and has not obtained a prior extension, it is in default under Section 99 and liable for penalties, regardless of whether it subsequently files the extension application.”}},{“@type”:”Question”,”name”:”What reasons qualify for AGM extension?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The ROC has discretion to grant or refuse extension based on the reasons stated. Commonly accepted reasons include: natural calamities or floods affecting the registered office location; illness or death of a key director or officer involved in preparing accounts; company undergoing merger or demerger proceedings; accounts under special audit by the ROC; major system failures affecting account preparation. Routine reasons like ‘auditor was busy’ or ‘accounts were not ready’ are generally not accepted as sufficient grounds and may result in rejection.”}},{“@type”:”Question”,”name”:”What happens if the AGM is not held even after the extension?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”If the company fails to hold the AGM even within the extended time granted by the ROC, the company and every officer in default is liable for a penalty of Rs. 1,00,000 under Section 99(2), plus Rs. 5,000 for each day of default continuing after the first. Additionally, any member, director, or the ROC can apply to the NCLT under Section 97 for an order compelling the company to hold the AGM. The NCLT can call the AGM itself, fix the quorum, and order that one member present constitutes a quorum if normal quorum requirements cannot be met.”}},{“@type”:”Question”,”name”:”Can the first AGM of a newly incorporated company be extended?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”No. The proviso to Section 96(1) that allows AGM extension explicitly excludes the first AGM. A newly incorporated company has 9 months from the close of its first financial year to hold its first AGM (compared to 6 months for subsequent AGMs). This 9-month period already provides extra time, and no further extension is permitted for the first AGM.”}}]}
Extension of AGM Date: How to Apply for AGM Extension Under Section 96 and Form XAG
The Annual General Meeting must be held by 30 September each year. When a company finds this deadline genuinely impossible to meet due to specific circumstances, Section 96(1) of the Companies Act 2013 allows the ROC to grant an extension of up to 3 months. The application must be made in Form XAG before the original 30 September deadline passes. Filing it after the deadline does not retroactively validate a missed AGM. This guide explains who can apply, what reasons the ROC accepts, how to file Form XAG, and what consequences follow if the AGM is not held even after extension.
Key Takeaways
- Extension allowed: up to 3 months (AGM can be held by 31 December 2026)
- Must apply in Form XAG before 30 September; retrospective extension is not valid
- First AGM cannot be extended (9-month window already applies)
- ROC has discretion to grant or refuse based on reasons shown
- Failing to hold AGM even after extension: penalty of Rs. 1,00,000 + Rs. 5,000 per day
- NCLT can call the AGM directly under Section 97 if company repeatedly defaults
Contents
Who can apply for AGM extension
Any company required to hold an AGM under Section 96 can apply for extension. The proviso to Section 96(1) provides that the ROC may, for any special reason, extend the time within which any AGM shall be held, by a period not exceeding 3 months.
Exceptions – the following cannot apply for AGM extension:
- Companies in their first financial year (the first AGM cannot be extended; the 9-month window is the built-in accommodation)
- OPCs (One Person Companies) are not required to hold an AGM, so extension is irrelevant for them
Reasons the ROC accepts (and rejects)
The ROC exercises discretion and the law says “special reasons.” In practice:
| Reasons Typically Accepted | Reasons Typically Rejected |
|---|---|
| Natural calamity (flood, cyclone) affecting the company’s location | Auditor was busy or unavailable |
| Death or serious illness of the sole director or promoter | Accounts were not ready (insufficient planning) |
| Company under investigation or special audit by ROC/SFIO | Shareholders are travelling or unavailable |
| Ongoing NCLT proceedings (merger/demerger) blocking finalization of accounts | Company in process of fundraising |
| Registered office destroyed or made inaccessible (fire, government order) | Dispute among shareholders (AGM should resolve this, not avoid it) |
How to file Form XAG on MCA V3
- Prepare the application: Draft a letter explaining the special reason for not being able to hold the AGM by 30 September. Attach supporting documents (medical certificate, calamity certificate, NCLT order, etc.).
- Pass a Board Resolution: Hold a Board Meeting and pass a resolution authorising the filing of Form XAG and directing the Company Secretary or director to apply to the ROC.
- File Form XAG on MCA V3: Log in to mca.gov.in, navigate to E-Filing, and file Form XAG. Attach the Board Resolution, the statement of reasons, and supporting documents. Government filing fee applies (varies by share capital, typically Rs. 500 to Rs. 1,000).
- ROC processes the application: The ROC will review the application. If satisfied with the reasons, the ROC grants the extension specifying the new deadline (up to 31 December 2026 for FY 2025-26).
- Hold AGM within extended period: Once extension is granted, plan and hold the AGM before the new deadline. Send AGM Notice with the required 21-clear-day period from the date of the meeting.
Consequences of missing AGM without extension
Section 99 prescribes the penalties for failure to hold the AGM:
- Company: penalty of Rs. 1,00,000
- Every officer in default (each director): Rs. 1,00,000 + Rs. 5,000 per day of default continuing after the first day
- If the AGM was called but could not be held due to lack of quorum (not enough shareholders attended), this is treated as a meeting held for the purposes of penalty, but the business of the AGM remains undone
Beyond the penalty, missing the AGM cascades into delays in AOC-4 and MGT-7 (whose due dates are calculated from the AGM date), which then accumulate their own Rs. 100/day late fees.
Section 97: NCLT calling the AGM
If the company defaults in holding the AGM and the ROC either did not grant an extension or the company failed to hold the AGM even after extension, Section 97 empowers:
- Any member of the company to apply to the NCLT for an order to call or direct the calling of the AGM
- The NCLT can call the AGM itself, appoint a chairman, fix a date, and even reduce the quorum requirement (so that one member present constitutes a quorum if attendance is the problem)
- The NCLT can also direct that a member present at such a meeting constitutes a meeting
The Section 97 route is used by minority shareholders who want the AGM to be held so they can receive financial information and vote on resolutions that are pending.
Effect of AGM extension on AOC-4 and MGT-7 due dates
The due dates for AOC-4 (30 days from AGM) and MGT-7 (60 days from AGM) are calculated from the actual date the AGM is held. If the AGM is held on 15 December 2026 (within the extended period), then:
- AOC-4 is due by 14 January 2027 (30 days from 15 December)
- MGT-7 is due by 13 February 2027 (60 days from 15 December)
These extended due dates are automatically valid once the AGM extension has been granted. No separate extension needs to be applied for AOC-4 or MGT-7 if they are filed within their respective windows after the actual (extended) AGM date.
AGM Extension Application and Compliance Support
Tradeviser files Form XAG for AGM extensions and manages the entire AGM documentation process including notice, agenda, Board Resolution, and post-AGM ROC filings.
Frequently Asked Questions
CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.