Under section 96, a company’s first AGM must be held within 9 months of the end of its first financial year, and every subsequent AGM within 6 months of financial-year close, with no more than 15 months between two AGMs. For the common March year-end, that puts the normal deadline at 30 September. A company that cannot make it can apply to the ROC in Form GNL-1 — filed before the due date — for an extension of up to 3 months, but that route exists only for a subsequent AGM. The first AGM’s 9-month deadline cannot be extended under any circumstance.
The part that catches companies out: GNL-1 is not a cure for a missed deadline, it is a request filed ahead of one. File it after the AGM date has already passed and there is nothing left for the ROC to extend — the default has already occurred, and the fine under section 99 already applies. CapEasy tracks your AGM date alongside the rest of your annual compliance calendar so the GNL-1 window is never missed.
Since 14 July 2025: GNL-1, like other MCA V3 web-forms, runs SRN-first: you generate the SRN, download the pre-filled PDF, affix the authorised signatory’s DSC, and re-upload it within 15 days of SRN generation, before paying the fee. The old single-step V2 GNL-1 e-form is gone (V2 shut 18 June 2025).
Who must hold an AGM, and the first-AGM trap
- Every company — private and public — must hold an AGM each year, except a One Person Company, which is statutorily exempt.
- First AGM: within 9 months of the close of the company’s first financial year. Section 96’s extension proviso explicitly excludes the first AGM, so this deadline is absolute — no GNL-1 relief is available for it.
- Subsequent AGMs: within 6 months of each financial-year close, and never more than 15 months apart from the previous AGM — both conditions apply together.
- For a company closing its books on 31 March, the 6-month rule lands the AGM due date on 30 September.
- Section 8 (non-profit) companies still follow the same 6-month/9-month timing under section 96 — they only get shorter notice periods for the meeting itself.
What it costs — GNL-1 fee and the section 99 penalty
GNL-1’s normal filing fee follows the standard authorised-capital slab, and it is non-refundable whether the ROC approves or rejects the extension:
| Authorised share capital | Normal filing fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 – ₹4,99,999 | ₹300 |
| ₹5,00,000 – ₹24,99,999 | ₹400 |
| ₹25,00,000 – ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
Miss the (extended) deadline without relief and section 99 applies directly — no additional-fee ladder softens it. It is a fine, not a departmental penalty: up to ₹1,00,000 on the company and every officer in default, plus ₹5,000 for every day the default continues. This provision was not touched by the 2019/2020 decriminalisation rounds that converted many other defaults into self-assessed penalties — a section 96/97/98 default still goes through prosecution.
How to file GNL-1 for an AGM extension on MCA V3
- Identify the risk early — well before the section 96 due date, assess whether the AGM can actually be held on time.
- Convene a Board Meeting and pass a resolution noting the special reason, approving the GNL-1 application, specifying the extension sought (up to 3 months), and authorising a director or Company Secretary to sign.
- Prepare the application on company letterhead with the supporting evidence for the ground claimed — auditor correspondence, a calamity notification, CIRP/liquidation status, or similar.
- Log in to MCA V3 as a Business User, open the GNL-1 web-form, and select the AGM-extension purpose.
- Attach the Board Resolution, the application letter and the evidence pack, then generate the SRN.
- Download the pre-filled PDF, affix the authorised signatory’s DSC, and re-upload it within 15 days of the SRN.
- Pay the slab fee and wait for ROC disposal — there is no fixed statutory turnaround, so file with enough runway before the due date.
If the AGM is missed without an extension
A default under section 96 exposes the company and every officer in default to the section 99 fine described above. Separately, any member of the company — not the company itself — can apply to the NCLT under section 97 to have the AGM called; the Tribunal can then direct how and when it is held, including that one member present in person or by proxy is enough for a valid meeting. GNL-1 and section 97 solve different problems: GNL-1 is pre-emptive relief filed before default, an NCLT application is a remedy members reach for only after a default has already happened.
Knock-on effect on AOC-4 and MGT-7
When the AGM is genuinely held on an ROC-extended date, the AOC-4 and MGT-7 clocks — 30 days and 60 days respectively — run from that actual date, not from the original unextended due date. Filing either form late still triggers the ₹100-per-day fee with no cap, so an approved extension is worth confirming on the portal before you set your AOC-4/MGT-7 filing plan.
No general circular has extended the section 96 AGM deadline itself for FY 2025-26 — MCA’s 2025 circulars on VC/OAVM meetings and additional-fee relief both say explicitly that they do not touch the statutory AGM date. Treat any social-media claim of a blanket AGM extension as false unless it names a specific MCA circular.
Primary sources
The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:
- General Clauses Act, 1897 — section 9 (commencement and termination of time)
- Companies Act, 2013 — full text (India Code)
- MCA — company forms and downloads
- MCA — official portal
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any notifications or circulars issued since — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.