Reply explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company has not held its annual general meeting (AGM) in time, the adjudicating officer, an officer of the Central Government not below the rank of Registrar, may issue a written notice asking the company and each officer in default to show cause. This article gives a draft reply for that notice, with an authorisation for the person who appears. A director or the company secretary signs the reply for the company. Nothing here promises an outcome; the officer decides on the facts and the law.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. The Companies (Adjudication of Penalties) Rules, 2014 are read as notified in 2014 from the Gazette copy; later amendments should be checked. Where a notice sets its own reply date and procedure, follow the notice.
Section 96(1) requires an AGM every year, within six months of closing the financial year (nine months for the first AGM) and with not more than fifteen months between two AGMs. Default attracts, under section 99, a fine on the company and every officer in default of up to one lakh rupees, and up to five thousand rupees a day for a continuing default. The adjudicating officer must give a reasonable opportunity of being heard (section 454(4)); an order can be appealed to the Regional Director within sixty days of receiving the order (section 454(5), (6)).
When you need it and the legal basis
| Provision | What it says | Use in the reply |
|---|---|---|
| Section 96(1) | Every company other than a One Person Company holds an AGM each year; not more than fifteen months between two; the first AGM within nine months of closing the first financial year, others within six months of closing the financial year; the first-AGM company need not hold one in its year of incorporation. | The facts to state: which AGM, which dates. |
| Third proviso to section 96(1) | The Registrar may, for any special reason, extend the time for an AGM other than the first by not more than three months. | Say whether an extension was sought; it is not available for the first AGM. |
| Section 97 | If an AGM is not held under section 96, the Tribunal may, on a member's application, call or direct the calling of one, and may direct that one member present in person or by proxy is a meeting. The meeting so held is deemed an AGM. | A route open to members; not the company's own remedy here. |
| Section 99 | Default in holding a meeting under sections 96 to 98 or in complying with the Tribunal's directions: fine up to one lakh rupees on the company and every officer in default, and a further fine up to five thousand rupees for every day of continuing default. | The exposure the notice refers to. |
| Section 454(1) to (3) | The Central Government appoints adjudicating officers of the rank of Registrar or above. The officer may impose penalty stating the default and may direct the company or officer to rectify the default. | Who decides. |
| Section 454(4) | A reasonable opportunity of being heard before any penalty. | Request a hearing. |
| Section 454(5) to (7) | Appeal to the Regional Director within sixty days of receipt of the order, in the form, manner and with fees prescribed; the Regional Director may confirm, modify or set aside. | Preserve the appeal route. |
| Section 454(8) | Failure to comply with the order within ninety days of receiving its copy: the company is punishable with fine not less than twenty-five thousand rupees, up to five lakh rupees; an officer with imprisonment up to six months or fine not less than twenty-five thousand rupees up to one lakh rupees, or both. | Compliance after the order. |
| Section 454A | A second or later default within three years of the order imposing a penalty carries twice the penalty provided. | Why a pattern of AGM defaults is risky. |
| Rule 3, Adjudication of Penalties Rules (as notified in 2014) | Written notice to the company and every officer in default to show cause within the period specified in the notice (not less than fifteen days and not more than forty-five days from service), clearly indicating the nature of the default; the officer may extend by up to fifteen more days for sufficient cause. If an inquiry is held, a notice fixes the date of appearance through an authorised representative or personally. The hearing is followed by a dated and signed order; a copy goes to the company and the Central Government. The officer has regard to disproportionate gain, loss to investors or creditors, and repetition of the default. | The procedure the reply follows. |
| Second Amendment Rules, 2024 (G.S.R. 630(E)) | Inserts a proviso in rule 3A(1) of the same Rules: proceedings pending on commencement continue under the rules as they stood before. Rule 3A itself is not in the sources used. | Check which version of the rules governs a notice served in the period. |
The proviso to section 454(3) does not help here. The no-penalty-if-rectified-within-thirty-days proviso covers defaults under section 92(4) (filing the annual return) and section 137(1) or (2) (filing financial statements). It does not mention section 96, so do not cite it for a failure to hold the AGM. If the AGM has since been held and the filings are made, say so as a fact in "steps taken since".
Members' route. Section 97 lets a member ask the Tribunal to call the AGM when the company defaults. The company's own course is to hold the meeting and file the returns. For that, see our guide to the AGM under section 96 and the board agenda in our board meeting before the AGM.
If a notice has already been served, our compliance advisory team can review the notice, the dates and the reply before the date given in it.
The format
Date:
To:
The Adjudicating Officer ]Reference: Notice dated , reference , to (CIN ) and its officers in default, issued under section 454 of the Companies Act, 2013 in respect of the annual general meeting for the financial year ended
Subject: Reply to the show cause notice and request for a personal hearing
Sir / Madam,
1. We are in receipt of the notice referred to above, served on , asking the Company and its officers to show cause by why an inquiry should not be held for the default alleged under section 96 of the Companies Act, 2013. This reply is filed within the time given in the notice.
2. Facts.
(a) The Company was incorporated on . Its financial year closes on .
(b) The last annual general meeting was held on . .]
(c) The annual general meeting for the financial year ended fell due on .
(d) The meeting was not held on that date for the following reasons: .3. Steps taken since.
(a) and approved the financial statements and the Board's report.]
(b) , and the financial statements were adopted.] / , notice dated .]
(c) and the annual return on .]
(d)4. Submissions.
(a) The default was not intended to ; .
(b)
(c) The Company undertakes to hold its annual general meetings within the time provided in section 96 hereafter.5. Request. The Company and its officers request that the explanation above be considered and that they be given a reasonable opportunity of being heard under section 454(4) of the Act before any order is passed. , , is authorised to appear for the Company and for , as per the authorisation enclosed.
6. Prayer. It is prayed that, on the facts stated, no penalty be imposed or, in the alternative, that a lenient view be taken having regard to the factors in rule 3(9) of the Companies (Adjudication of Penalties) Rules, 2014.
Enclosures:
1. Copy of the notice dated
2. Extract of the Board resolution dated authorising to represent the Company
3. Copy of the notice of the annual general meeting, if held, and its minutes
4. Proof of filing of the financial statements and the annual return
5. Documents showing the reasons for the delay:Yours faithfully,
For
Name:
Designation:
DIN or membership number:
Place:
Authorisation to appear before the adjudicating officer
AUTHORISATION
I / We, (CIN ) / , authorise , , of , to appear on my / our behalf before the Adjudicating Officer, , in the proceedings under section 454 of the Companies Act, 2013 arising from the notice dated , to file replies, produce documents, make submissions and receive the order and any notice.
authorising this is enclosed.]
Name: Designation:
Date: Place:Accepted:
How to fill it
| Part | What goes in | Source |
|---|---|---|
| Reference | Notice date and number exactly as on the notice | The notice |
| Reply period | The date by which the notice asks for the reply; rule 3(2) allows the notice to set it within fifteen to forty-five days of service, extendable by up to fifteen days for sufficient cause | Notice; rule 3(2) |
| AGM facts | Date the AGM was due under section 96(1), date of the last AGM, closing date | Register of meetings, minute book |
| Reasons | The real reasons with dates, not general statements | Company's records |
| Steps taken | Dates of board approval, AGM, filings, any Registrar application | Minutes, filing receipts |
| Hearing and authorisation | Name of the person who will appear; rule 3(3) allows the company to appear through an authorised representative | Rule 3(3) |
| Prayer | A request, not a demand; no assurance of the result | Section 454(4) |
Common mistakes
- Admitting facts the notice does not allege or conceding a longer default than the notice states. State only what is needed to answer the notice.
- Missing the reply date given in the notice. Seek an extension in writing before it expires, giving the cause; the rule permits up to fifteen more days for sufficient cause.
- Quoting the proviso to section 454(3) for an AGM default. It does not cover section 96.
- Leaving out officers: the notice goes to the company and every officer in default; each may reply or authorise the same person.
- Promising to hold future meetings without the Board's approval. Pass a board resolution first.
- Attaching documents that show a later date than the facts stated. Reconcile the dates.
Signing, filing and time limit
Who signs. A director or the company secretary signs for the company, on a Board authorisation. An officer in default may sign his own reply or authorise a person.
Time limit. The period named in the notice, which rule 3(2) (as notified) fixes between fifteen and forty-five days of service, with an extension of up to fifteen more days for sufficient cause. If an order is made, an appeal lies to the Regional Director within sixty days of receiving it (section 454(6); rule 4(1), Form ADJ with a certified copy of the order and the fee under the Fees Rules). No fee is stated here.
Form. The reply has no prescribed form in the sources; follow the notice. The appeal against an order is in Form ADJ.
Need help with the notice?
A reply should state the dates accurately and be supported by the board's decision. If you want the notice, the dates and the enclosures reviewed before you file, our compliance advisory team can assist.
Key takeaways
- Section 96(1) sets the AGM deadlines; section 99 sets the fine.
- The adjudicating officer must give a reasonable opportunity of being heard.
- Rule 3 (as notified) gives a notice reply period of fifteen to forty-five days.
- An appeal to the Regional Director lies within sixty days of the order.
- Do not rely on the section 454(3) proviso for an AGM default.
Read next
- Section 454: adjudication of penalties by the ROC
- AGM under section 96: complete guide
- Board meeting agenda before the AGM
- Certified true copy of a resolution: formats
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.