Report on Annual General Meeting: Section 121

The report on annual general meeting is a filing that exists only for listed public companies. Section 121 of the Companies Act, 2013 makes every listed public company prepare a report on each annual general meeting, confirm in it that the meeting was convened, held and conducted according to the Act, and file it with the Registrar within thirty days. Rule 31 of the Companies (Management and Administration) Rules, 2014 fixes what it has to contain and the form it goes in.

Who must prepare a report on annual general meeting?

Section 121(1) opens with the class it binds: every listed public company. Not every public company, and not every listed entity. A company that is public but unlisted does not come within section 121, and neither does a private company. The report is therefore one of the disclosures that attaches to being listed rather than to being incorporated.

What it must contain, in the section's own words, is a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder. That confirmation is the point of the document. Section 121(1) also says the report is prepared in the prescribed manner, and rule 31 is the prescription.

What does rule 31 require the report to contain?

Rule 31(1)(a) settles a question the section leaves open: the report shall be prepared in addition to the minutes of the general meeting. It does not replace them, and a company that has minuted the meeting has not thereby prepared the report.

Rule 31(1)(b) fixes the signatures. The report shall be signed and dated by the Chairman of the meeting, or, in case of his inability to sign, by any two directors of the company, one of whom shall be the Managing Director, if there is one, and the company secretary of the company.

Rule 31(1)(c) lists the contents:

Rule 31(1)(d) adds a standard rather than an item: the report shall contain a fair and correct summary of the proceedings of the meeting.

Two of those items are the ones that make the report worth reading. Item (iv) is a positive confirmation of the quorum for a general meeting, which turns a section 103 question into a stated fact in a filed document. Item (vii) records adjournment, postponement or a change of venue, which is exactly the kind of event that otherwise leaves no trace outside the company.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Management and Administration) Rules, 2014 that thc.nic.in serves, and that copy is a notification text rather than a consolidation. Its body is the 27 March 2014 notification, unnumbered as served. Bundled into the same file is a later amendment notification, G.S.R. 279(E) dated 6 April 2022, the Companies (Management and Administration) Amendment Rules, 2022, whose own footer records the principal notification as G.S.R. 260(E) dated 31 March 2014 and lists the ten amendments before it. That number and date are second-hand: the file carries them only in that 2022 footer, never on the principal text itself, so the source lines on these pages cite them on the authority of that footer. So the file evidences eleven amendments in all, and the most recent one it carries is the 2022 notification, not the 5 March 2021 one its table ends on. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

When is it filed, and what happens if it is not?

Section 121(2) requires the company to file a copy of the report with the Registrar within thirty days of the conclusion of the annual general meeting, with such fees as may be prescribed or with such additional fees as may be prescribed. Rule 31(2) names the form: Form No. MGT.15, filed within thirty days of the conclusion of the meeting along with the fee.

Section 121(2) as consolidated no longer carries a cross-reference it once did. The words and figures "within the time as specified, under section 403" were omitted by the Companies (Amendment) Act, 2017 (Act 1 of 2018), section 31, with effect from 7 May 2018, so the thirty day period in section 121(2) now stands on its own rather than reading into the section 403 additional-fee machinery.

Section 121(3), substituted by the Companies (Amendment) Act, 2019 (Act 22 of 2019), section 19, with effect from 2 November 2018, sets the consequence of missing it. Read each limb at its own scope, because the two are different amounts with different caps:

Note the asymmetry in how the two are drafted. The company's figure is a fixed one lakh rupees. The officer's is a floor, "not less than twenty five thousand rupees", so it is a minimum rather than a set amount.

Why an investor reads the section 121 report

For the listed companies Flock covers, the report on annual general meeting is a filed, signed statement about how a meeting actually ran. Three things in it are not reliably available anywhere else: the number of members who attended, the confirmation that a quorum was present, and the record of any adjournment, postponement or change of venue. The business transacted and its result appear here too, alongside the separate voting results the company files with the exchange.

It is worth keeping the two apart. The report on annual general meeting goes to the Registrar under section 121(2). The voting results go to the stock exchanges under the listing obligations. They describe the same meeting to two different regulators, and the timelines are not the same.

Where this sits in the disclosure picture

• Quorum for a general meeting covers the requirement rule 31(1)(c)(iv) makes the report confirm.
• What is the annual general meeting deadline covers when the meeting this report describes has to be held.
• What are minutes of a general meeting covers the record rule 31(1)(a) says the report is prepared in addition to.
• What is a voting results filing covers the parallel exchange disclosure of the same meeting's outcome.
• What is an explanatory statement, section 102 covers what accompanied the notice of the business the report records.
• What is in the annual return, section 92 covers the other annual filing the same rules govern.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.