Background

Section 121 of the Companies Act, 2013 mandates transparency and regulatory oversight in the conduct of Annual General Meetings (AGMs) of listed public companies. To ensure that AGMs are convened and conducted in accordance with the provisions of the Act, rules, and applicable secretarial standards, companies are required to prepare and submit a formal report of the AGM. Rule 31 prescribes the manner of preparation, contents, authentication, and filing process of this report through Form MGT-15.

Applicability

This compliance requirement applies to all listed public companies that conduct an Annual General Meeting. It is mandatory for each AGM held during the financial year

Compliance Requirements

Every listed public company is required to prepare, in the prescribed manner, a report on each Annual General Meeting confirming that the meeting was duly convened, held, and conducted in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. This report must be prepared in addition to the minutes of the general meeting and must be signed and dated by the Chairman of the meeting, or where he is unable to sign, by any two directors (one being the Managing Director, if any) and the Company Secretary.

The report must contain a fair and correct summary of the proceedings and include specific details such as:

• • Day, date, hour, and venue of the AGM;
  • Confirmation of the appointment of the Chairman of the meeting;
  • Number of members attending;
  • Confirmation of quorum;
  • Confirmation of compliance with the Act, Rules, and Secretarial Standards regarding calling, convening, and conducting the meeting;
  • Business transacted and the results thereof;
  • Details of any adjournment, postponement, or change in venue; and
  • Any other relevant matters.

A copy of this report must be filed with the Registrar of Companies in Form No. MGT-15 within thirty days of the conclusion of the AGM along with the prescribed filing fees.

Timeline:

• Preparation of AGM report: Immediately after the AGM.
• Filing of Form MGT-15 with ROC: Within 30 days from the date of conclusion of the AGM.

Penalty & Punishment

If the company fails to file the AGM report within the specified period:

• The company shall be liable to a penalty of ₹1,00,000.
• In case of continuing failure, an additional penalty of ₹500 per day after the first day, subject to a maximum of ₹5,00,000.
• Every officer in default shall be liable to a penalty of not less than ₹25,000.
• In case of continuing failure, an additional penalty of ₹500 per day after the first day, subject to a maximum of ₹1,00,000.