Pending Financial Statements, Delayed AGM, and CCFS-2026

A Note under the Companies Act, 2013

1. The Core Distinction

A company that has not prepared its financial statements for earlier years may still be able to prepare them now, hold the required meeting, and file the pending AOC-4 and MGT-7 forms under the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026).

But the company must separate two questions:

●        Can it now complete the pending financial statements and statutory filings?

●        Does holding the meeting now remove the earlier default in holding the AGM on time?

The answer to the first question may be yes. The answer to the second is no.

A delayed AGM can help the company complete the filing process. It does not change the date on which the AGM was legally due.

2. Legal Basis for the Distinction

Aspect	Governing Section	Nature of Obligation
Approval of financial statements	Section 134	Board's obligation
True and fair financial statements	Section 129	Substantive requirement
Statutory audit	Section 143	Auditor's obligation
Due date for AGM	Section 96	Fixed, time-bound obligation
Penalty for AGM default	Section 99	Attaches once the due date under S.96 passes without a valid extension
Filing of financial statements	Section 137 (Form AOC-4)	Filing obligation, distinct from holding the meeting
Filing of annual return	Section 92 (Form MGT-7 / MGT-7A)	Filing obligation, distinct from holding the meeting
Condonation of filing delay / fee	Section 403 read with Section 460	Basis for CCFS-2026

 

Why the distinction matters: Section 96 fixes the AGM deadline — ordinarily within six months of the close of the financial year (nine months for the first AGM), subject only to any extension granted in advance by the Registrar under the proviso to Section 96(1). Once that date lapses without the AGM being held and without a Registrar-approved extension, the default under Section 99 has already occurred. Holding the AGM later discharges the pending obligation going forward — it does not erase the fact that the meeting was not held by the legally due date. Section 99 liability, once incurred, is a separate matter from the act of eventually holding the meeting.

Similarly, Section 137 and Section 92 filing obligations are procedurally dependent on the AGM having been held, but a fee concession on filing (which is what CCFS-2026 offers) is not the same as a condonation of the AGM default itself.

3. What CCFS-2026 Provides

Introduced by the Ministry of Corporate Affairs vide General Circular No. 01/2026 dated 24 February 2026, issued under Section 460 read with Section 403 of the Companies Act, 2013.

Three options available to eligible companies

●        Complete pending annual filings — normal filing fee plus only 10% of the additional fee otherwise payable for delay (i.e., a 90% reduction in additional fees).

●        Apply for Dormant Company status under Section 455 — Form MSC-1, at 50% of the normal filing fee.

●        Apply for strike-off — Form STK-2, at 25% of the normal filing fee.

Forms covered

●        AOC-4 and applicable variants

●        MGT-7 and MGT-7A

●        ADT-1

●        FC-3 and FC-4

●        Specified legacy forms under the Companies Act, 1956

Timeline

●        Originally in force: 15 April 2026 to 15 July 2026

●        Extended by General Circular No. 03/2026 dated 8 July 2026 to: 31 August 2026

Companies excluded from the scheme

These include companies against which final strike-off notice under Section 248 has already been initiated, companies that have themselves applied for strike-off, companies that obtained Dormant status under Section 455 before the scheme began, and companies dissolved pursuant to a scheme of amalgamation.

What the scheme is, and is not

The benefit is a reduction in additional filing fees under Section 403. It is not a complete waiver of every consequence arising from the company's earlier defaults — in particular, it does not condone the Section 99 default for failure to hold the AGM by its due date.

4. Can the AGM Be Held on the Basis of Financial Statements Signed Now?

Yes — provided they are final audited financial statements, not "provisional" ones.

The Act does not recognise a category of provisional financial statements being laid before an AGM:

●        Section 129(1) read with Section 134 requires the Board to approve final financial statements giving a true and fair view.

●        Section 143 requires the statutory auditor to audit the financial statements and issue an audit report.

●        What is placed before the AGM under Sections 96/129 must be the complete, duly audited financial statements for the relevant year — not a provisional or unaudited draft.

The legitimate route

The company completes the pending statutory audit for the earlier year(s) now. The auditor signs the audit report on the current date — it is not backdated to the original statutory due date. These properly and currently audited financial statements are then placed before the AGM when it is finally convened. This is a genuine catch-up of a compliance backlog, not a shortcut.

On the signing date and UDIN

●        The audit report is dated the date it is actually signed by the statutory auditor. Backdating it to the original due date would be improper.

●        UDIN is, in principle, to be generated at the time of signing. In practice, under the applicable ICAI norm, UDIN may be generated within 60 days from the date of signing, with both the date of signing and the date of generation counted within that 60-day window.

●        Practically: the auditor signs the audit report today → UDIN is generated today (or in any event within 60 days of today's signing date) → the financial statements, carrying this current-dated report and UDIN, are what get placed before the belated AGM.

●        Caution: outside any special one-time relaxation window ICAI may separately announce, the standing requirement remains that UDIN must be generated within 60 days of the date of signing. If the auditor signs now, the 60-day clock runs from today — not from the original financial year-end or the original due date of the audit.

5. Putting It Together

Step	What Happens	Cures the AGM Default (S.99)?
Board approves financial statements now (S.134)	Administrative step, can be done now	No
Statutory audit completed, report signed on current date, UDIN generated (S.143)	Genuine, current, valid audit — not provisional	No
AGM held (belatedly) on the basis of these financial statements (S.96)	Discharges the pending AGM obligation from this point forward	No — the original default in holding the AGM by its due date remains
AOC-4 filed (S.137)	Can be done under CCFS-2026 at 10% additional fee	No
MGT-7 / MGT-7A filed (S.92)	Can be done under CCFS-2026 at 10% additional fee	No
Section 99 liability for the original AGM default	Remains outstanding	Requires separate treatment

 

If the company also wants to address the Section 99 liability itself (as distinct from just completing the filings), that ordinarily requires a separate compounding application under Section 441 before the Regional Director or NCLT, as applicable. CCFS-2026 does not extend to this — it addresses filing fees only, not the underlying AGM default.

6. Summary

●        Preparing financial statements now, having them properly audited with a current-dated signature and UDIN, and holding a belated AGM on that basis is a legitimate and workable path to bring the company's filings up to date.

●        CCFS-2026 makes this path significantly cheaper by cutting the additional filing fee to 10% (or offering discounted dormancy/strike-off routes), until 31 August 2026.

●        None of this, however, changes the fact that the AGM was not held by its statutory due date under Section 96, and the resulting liability under Section 99 survives independently unless separately compounded under Section 441.

Disclaimer

This note is prepared for general informational purposes only and is based on the Companies Act, 2013, MCA General Circular No. 01/2026 dated 24 February 2026, MCA General Circular No. 03/2026 dated 8 July 2026, and publicly available ICAI guidance on UDIN, as understood as of the date of preparation. It does not constitute legal, professional, or auditing advice, and should not be relied upon as a substitute for advice from a qualified company secretary, chartered accountant, or legal counsel familiar with the specific facts of the company concerned. Statutory provisions, circulars, and professional guidelines are subject to amendment, extension, or withdrawal, and the position may change after the date of this note. Readers should independently verify the current position, including scheme timelines and applicability, before acting or relying on this note, and should consult the original MCA circulars and ICAI announcements referenced herein. No responsibility is accepted for any loss occasioned to any person acting or refraining from acting as a result of this material.