A company has completed its FY 2025–26 accounts, but its annual ROC forms are still pending. The immediate question is whether it can file now without a late fee. MCA General Circular No. 05/2026, dated 24 October 2026, gives a defined window to do so. It permits the specified financial statement forms through 31 December 2026 and the specified annual return forms through 31 January 2027, without additional fees. Normal filing fees still apply.
The circular does not extend the statutory deadline for holding an annual general meeting (AGM). The filing-fee relief and AGM compliance are separate matters.
A company that missed its applicable AGM deadline must address that default separately. This guide explains exactly which filings benefit, how the relief works, and what to do next.
What did MCA announce?
The Ministry of Corporate Affairs said it had received representations seeking more time for FY 2025–26 annual statutory filings. Under paragraph 2 of MCA General Circular No. 05/2026 Official ↗, eligible companies may file the listed forms within the dates below without paying additional filing fees. The relief concerns filings under the Companies Act, 2013; it is not an extension for every MCA form or every compliance duty.
| Filing | Forms expressly listed in the circular | Last date without additional fee |
|---|---|---|
Financial statements for FY 2025–26 | AOC-4; AOC-4 (CFS); AOC-4 (XBRL); AOC-4 NBFC (Ind AS); AOC-4 CFS NBFC (Ind AS) | 31 December 2026 |
Annual return for FY 2025–26 | MGT-7; MGT-7A | 31 January 2027 |
At a glance: AOC-4 is the financial statement filing family; MGT-7 or MGT-7A is the annual return, selected according to the company's eligibility. The ordinary filing fee has not been waived. Forms that are not named in the circular should not be assumed to have the same relief.
Is the AGM deadline also extended?
No. Paragraph 3 of the circular expressly says it must not be read as extending the statutory time for holding an AGM. Companies that did not follow their applicable AGM timeline remain liable under the relevant provisions of the Companies Act.
For a company other than an OPC, section 96 of the Companies Act, 2013 governs the AGM schedule. Generally, an AGM after the first one must be held within six months of the financial year's close, while no more than 15 months may pass between two AGMs. The first AGM has a different nine-month rule. A Registrar may grant an extension of up to three months for a subsequent AGM for special reason; that is a separate, case-specific route, not a benefit granted by this circular.
Example: Suppose a company with a 31 March 2026 year-end should have held its regular AGM by 30 September 2026, but held it on 15 October without a valid extension. Filing AOC-4 by 31 December and MGT-7 by 31 January may obtain the circular's additional-fee relief for those forms. It does not cure the late AGM. The company should document the facts and seek professional advice on the AGM default.
How did the ordinary filing clocks work?
The ordinary rules still matter, especially if the company files after the circular's relief window. Under section 137, adopted financial statements are generally filed with the Registrar within 30 days of the AGM. Under section 92(4), an annual return is generally filed within 60 days of the AGM, or the date it ought to have been held if no AGM occurred, with the relevant statement of reasons. Different provisions cover special cases, including OPC financial statements and an AGM that was not held. Check the company's facts rather than assuming that every company's original due date was identical.
| Question | Answer under Circular 05/2026 |
|---|---|
| Do we still pay the ordinary form fee? | Yes. The circular relaxes additional fees for listed FY 2025–26 filings within its window. |
| Did the AGM date move? | No. Paragraph 3 preserves the statutory AGM requirements and related liability. |
| What if we file after the relief date? | All applicable fees, including additional fees, become payable from when the form was actually due under the Act, not from the end of the relief window. |
| Does this cover LLP Form 8 or Form 11? | No. Those LLP forms are not listed in this Companies Act circular. |
What happens after 31 December or 31 January?
Paragraph 4 of the circular is easy to miss. A later filing attracts all fees, including additional fees, under the Companies (Registration Offices and Fees) Rules, 2014 from the date the form was actually due under the Act. The relief dates do not become a fresh starting point for the late-fee calculation. Nor does the circular say that a missed AGM or another statutory default is forgiven.
For example, if an AOC-4 was originally due after a company's AGM and the company submits it only in January 2027, it cannot assume that additional fees start on 1 January. The original applicable due date must be determined first. Verify the portal's fee computation and the company's meeting history before payment.
Practical checklist for a company filing now
- Confirm the financial year and entity. The circular addresses FY 2025–26 filings under the Companies Act, 2013. Check whether your company needs the standard, consolidated, XBRL or NBFC Ind AS version of AOC-4.
- Check the AGM record. Note the actual AGM date, the original statutory last date, any valid ROC extension, and whether the statements were adopted. An unheld or adjourned AGM may require different handling under section 137.
- Complete the underlying approvals. Finalise the accounts, audit where applicable, board approvals, directors' report, meeting records and annual-return particulars. Fee relief does not replace these steps.
- Prepare the correct forms and attachments. Reconcile the financial statements, shareholding, directors and registered-office data. Select MGT-7 or MGT-7A only after checking eligibility.
- File on the MCA portal well before the last date. Validate the e-form, attach the required documents, affix valid digital signatures, submit, pay the normal fee, and retain the SRN, challan and acknowledgement. Resolve resubmission remarks promptly.
- Review any separate defaults. If the AGM was late, an earlier form is outstanding, or another form is due, treat those issues on their own legal footing.
Which companies should act first?
Companies with completed accounts and an AGM already held should prepare their applicable AOC-4 variant without waiting for the December rush, then complete the annual return. Companies with an AGM issue should establish their meeting timeline before filing and should not describe the circular as an AGM extension. OPCs do not hold an AGM under section 96, but their financial-statement requirements have their own statutory rule; check the applicable form and due-date facts separately. If a company has consolidated statements, XBRL requirements or NBFC Ind AS reporting, allow extra time to validate the correct form and attachments.
The takeaway
MCA has offered a useful additional-fee relief window for specified FY 2025–26 company annual filings: AOC-4 family forms until 31 December 2026, and MGT-7/MGT-7A until 31 January 2027. It has not given a general AGM extension. A filing after the window may attract additional fees from its original statutory due date. Build a company-specific compliance calendar and file early enough to correct validation or resubmission issues.
Official sources and verification
- MCA General Circular No. 05/2026, dated 24 October 2026 Official ↗ — paragraphs 2 to 4 specify the forms, relief dates, AGM limitation and post-window fee treatment.
- Companies Act, 2013 (India Code) — sections 92, 96 and 137 for ordinary annual return, AGM and financial statement requirements.
Last verified: 27 October 2026. Author: TaxQue Team. This article is general information; a company's exact due dates and form eligibility depend on its circumstances.
