MCA CCFS-2026 Allows Delayed AOC-4 and MGT-7 Filings but Does Not Remove AGM Default for Past Years
Summary: Article explains that under the Ministry of Corporate Affairs’ Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), introduced through General Circular No. 01/2026 dated 24 February 2026 and extended until 31 August 2026 by General Circular No. 03/2026 dated 8 July 2026, eligible companies may file specified overdue forms, including AOC-4, MGT-7, MGT-7A, ADT-1 and certain legacy forms, by paying the normal filing fee and only 10% of the additional fee otherwise payable. The content states that companies may prepare pending financial statements, obtain Board approval, complete audits, generate UDIN using the actual signing date, hold delayed AGMs or adopt the alternative under section 137(2), and complete statutory filings using actual dates rather than backdated records. It further explains that holding a delayed AGM does not remove the earlier default in holding the AGM within the prescribed time under section 96, that section 99 remains a separate issue, and that section 441 provides a separate mechanism for compounding certain offences. It also outlines a compliance sequence for completing pending financial statements, audits, meetings and filings while maintaining proper statutory records.
Introduction: 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. But the company must separate two questions:
1. Can it now complete the pending financial statements and statutory filings?
2. 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.
What benefit does CCFS-2026 provide?
The Ministry of Corporate Affairs introduced CCFS-2026 through General Circular No. 01/2026 dated 24 February 2026.
The scheme allows eligible companies to file specified overdue forms by paying the normal filing fee and only 10% of the additional fee otherwise payable for the delay.
The forms covered include, among others:
- AOC-4 and applicable variants;
- MGT-7 and MGT-7A;
- ADT-1;
- FC-3 and FC-4; and
- specified legacy forms under the Companies Act, 1956.
The scheme also provides reduced fees for companies applying for dormant status or strike-off, subject to the conditions in the circular.
The scheme was initially available from 15 April 2026 to 15 July 2026. MCA General Circular No. 03/2026 dated 8 July 2026 extended the validity of CCFS-2026 until 31 August 2026.
The benefit is a reduction in additional filing fees. It is not a complete waiver of every consequence arising from the company’s earlier defaults.
What happens when the company has no financial statements?
A common situation is this:
A private company has not prepared or audited its financial statements for four financial years. Since the accounts were never completed, the company did not hold the corresponding AGMs and did not file AOC-4 or MGT-7.
The company now wants to use CCFS-2026.
It cannot simply take a blank set of old accounts, insert a historical date, and upload the forms.
The financial statements for each year must be prepared for the correct financial period. The Board must approve and sign them in accordance with Section 134. The auditor must complete the audit and sign the audit report.
The documents may relate to earlier financial years, but the approvals and signatures must reflect the dates on which they actually take place.
That distinction is central to the regularisation process.
The statutory sequence under Section 134
Section 134(1) requires the financial statements to be approved by the Board before they are signed on behalf of the Board and submitted to the auditor for the auditor’s report.
The financial statements must be signed in the manner prescribed by the section. Depending on the company’s structure, this may involve the chairperson, directors, managing director, Chief Executive Officer, Chief Financial Officer, and Company Secretary.
Section 134(2) also requires the auditor’s report to be attached to the financial statements.
For each pending financial year, the company should therefore maintain a separate record of:
- the financial statements;
- Board approval;
- signatures on behalf of the Board;
- the auditor’s report;
- UDIN details;
- the Board’s report;
- AGM notice and minutes; and
- the final ROC filing.
The accounts for the old financial year should not be treated as a document created only for uploading to the MCA portal.
The UDIN date cannot be backdated
ICAI requires UDIN for audit, assurance, attestation, and certification work performed by practising Chartered Accountants.
ICAI’s guidance states that UDIN should be generated at the time of signing. If that is not possible, it must be generated within 60 days from the date of signing.
The 60-day period runs from the actual date on which the auditor signs the audit report.
It does not run from:
- the end of the financial year;
- the date on which the company decides to regularise;
- the date of the AGM;
- the date of filing AOC-4; or
- the date on which the accounts are uploaded.
The UDIN requirement generally relates to the auditor’s report. The financial statements themselves must still carry the statutory signatures required under the Companies Act.
A financial statement for the year ended 31 March 2022 may be audited and signed in 2026. The financial year remains 2021-22. The signing date must be the actual date in 2026.
The company must not insert an old signing date merely to make the document appear contemporaneous with the financial year.
For a backlog involving several years, the auditor should generate the applicable UDIN immediately after signing each audit report. The date entered on the UDIN portal must match the date on the signed report.
Verify the auditor’s appointment
Before the audit report is signed, the company should check whether the auditor was properly appointed for each financial year.
The review should cover:
- appointment under Section 139;
- first auditor appointment, where applicable;
- reappointment at the AGM;
- casual vacancy, if any;
- auditor resignation or removal;
- pending ADT-1 filings;
- pending legacy auditor forms;
- auditor rotation requirements; and
- eligibility and consent of the auditor.
CCFS-2026 includes ADT-1 and specified legacy auditor-related forms. Filing ADT-1 under the scheme does not automatically correct an invalid appointment.
The auditor’s appointment history should be settled before the auditor signs the reports.
Can the company hold the AGM now?
Section 96 requires every company other than a One Person Company to hold an AGM every year.
For an ordinary AGM:
- it must be held within six months from the close of the financial year; and
- the gap between two AGMs must not exceed fifteen months.
The Registrar may extend the time for holding an AGM, other than the first AGM, by up to three months.
If the company failed to hold the AGM within the prescribed time, the default occurred on the expiry of the statutory period.
Holding the meeting now does not alter that history.
The company may convene a delayed meeting to complete the approval and adoption process for pending financial statements. However, the company should not create minutes showing that the meeting occurred on an earlier date when it did not.
Where several financial years are pending, the company should take professional advice on whether separate meetings, separate notices, or another legally defensible process is required for the relevant years. A single current meeting should not be used to create a false record of multiple historical meetings.
Section 99 continues to apply
Section 99 provides the consequence for default in holding a meeting under Section 96.
The company and every officer in default may be punishable with a fine of up to ₹1,00,000. In the case of a continuing default, a further fine of up to ₹5,000 per day may apply.
This is a separate offence from:
- delayed filing of the annual return;
- delayed filing of financial statements;
- additional filing fees under Section 403; and
- penalties connected with Sections 92 and 137.
A company may therefore complete its AOC-4 and MGT-7 filings under CCFS-2026 and still have a separate issue under Section 99.
What Section 137 allows
Section 137(1) requires the company to file its financial statements and the prescribed attachments within thirty days of the AGM.
The financial statements filed under this provision must be adopted at the AGM.
Section 137(2) provides a separate route where the AGM has not been held. The company may file the signed financial statements with a statement of facts and reasons for not holding the AGM within thirty days from the last date on which the AGM should have been held.
This provision allows the company to file the financial statements. It does not deem the AGM to have been held on time and does not automatically remove the Section 99 exposure.
The company should therefore decide whether it will:
- hold the delayed AGM and file adopted financial statements; or
- use the Section 137(2) route where the AGM has not been held.
The choice depends on the company’s facts, records, current status, and the pending compliance history.
MGT-7 and MGT-7A have their own deadline
Section 92(4) requires the annual return to be filed within sixty days from the date of the AGM.
Where no AGM is held, the annual return is filed within sixty days from the date on which the AGM should have been held, together with a statement explaining why the AGM was not held.
The company must also select the correct form for each year:
- MGT-7 for companies required to file the full annual return; or
- MGT-7A for eligible One Person Companies and small companies.
The eligibility for MGT-7A should be checked for each financial year. The company should not assume that the form used for the current year is automatically correct for every pending year.
Does CCFS provide immunity from the AGM default?
No general immunity from the Section 96 and Section 99 issue should be assumed.
The CCFS circular contains specific relief relating to delayed filings under Sections 92 and 137, subject to the conditions stated in the circular.
The circular does not convert an AGM held in 2026 into an AGM held in 2022 or 2023. It also does not state that the fine under Section 99 is waived merely because the company files AOC-4 and MGT-7 under the scheme.
Professionals should therefore explain the result to the client in two parts:
- the company may receive the filing-fee benefit under CCFS-2026; and
- the company may still need to address the missed AGM default separately.
Compounding under Section 441
Section 441 provides the mechanism for compounding certain offences under the Companies Act.
Since the Section 99 offence is punishable with fine, the company should assess whether compounding is available and appropriate in its circumstances.
The assessment should consider:
- the number of years for which the AGM was not held;
- the persons who were officers in default during those years;
- whether the delayed AGMs have now been held;
- whether the financial statements have been adopted;
- whether AOC-4 and annual return filings are complete;
- whether any adjudication notice has been issued;
- whether any prosecution has begun; and
- whether the company has corrected its future compliance process.
The Section 441 route is separate from filing AOC-4 and MGT-7 under CCFS-2026. It should not be presented as an automatic part of the scheme.
A workable compliance plan
A company with pending annual filings should proceed in this order:
1. Review the MCA master data, pending forms, registered office, directors, charges, auditor appointment, and any strike-off or adjudication action.
2. Confirm eligibility under CCFS-2026.
3. Verify the auditor’s appointment and eligibility for every pending year.
4. Prepare the financial statements for each financial year.
5. Obtain Board approval and statutory signatures under Section 134.
6. Complete the audit and obtain the auditor’s reports.
7. Generate the UDIN using the actual signing date.
8. Prepare the AGM notice, attendance records, resolutions, and minutes.
9. Hold the delayed AGM or adopt the legally appropriate alternative under Section 137(2).
10. File AOC-4 within the applicable period.
11. File MGT-7 or MGT-7A within the applicable period.
12. Separately review the Section 99 default and consider the Section 441 compounding route where required.
The client file should not stop at the MCA acknowledgement
The final file should contain more than the SRN and challan.
It should include the accounts for each year, Board approvals, auditor appointment evidence, audit reports, UDIN records, AGM documents, adopted financial statements, annual returns, AOC-4 acknowledgements, MGT-7 or MGT-7A acknowledgements, and the separate Section 99 assessment.
The MCA portal may show that the forms have been filed. That does not by itself prove that the company has dealt with every underlying statutory default.
The correct advice is therefore simple:
A company may be able to hold the AGM now and claim the CCFS-2026 filing benefit. It must use the real dates, maintain the correct statutory record, and deal separately with the missed AGM default.
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Disclaimer: This article is for general guidance based on the Companies Act, 2013, MCA General Circular Nos. 01/2026 and 03/2026, and ICAI’s UDIN guidance available at the time of writing. It does not constitute professional advice. The applicable MCA and ICAI position should be verified before action is taken.
About the author: CA Snigdha Nigam is a practising Chartered Accountant at Snigdha & Associates, Indore. She can be reached at hi@snigdha360.com.
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