# Report on AGM (Sec 121 / Rule 31)

## Applicability

Applies to every listed public company.

## Requirement

Must prepare a report on each AGM confirming the meeting was convened, held, and conducted as per the Act and Rules.

## Filing

Form: MGT-15
Filed with: Registrar of Companies
Time Limit: Within 30 days of conclusion of AGM
Fee: Prescribed fee

## Contents of Report (Rule 31)

The report must include:

1. Day, date, hour, and venue of AGM

2. Confirmation of Chairman's appointment

3. Number of members attending

4. Quorum confirmation

5. Compliance with Act, Rules, and Secretarial Standards regarding calling, convening, conducting

6. Business transacted and results

7. Any adjournments or postponements

8. Other relevant points

## Signing of Report

Chairman of the meeting, OR
If Chairman unavailable: 2 directors (including MD if applicable) and CS

## Penalty for Default (Sec 121(3))

### Company

Minimum: ₹1,00,000
Continuing default: ₹500/day
Maximum: ₹5,00,000

### Officer in Default

Minimum: ₹25,000
Continuing default: ₹500/day
Maximum: ₹1,00,000

## Important Note

This report is additional to (not a substitute for) the minutes of the meeting.

Worked example

### Example 1

Example 1: A listed public company held its AGM on 1st September 2024. By when must it file Form MGT-15?

Answer: Within 30 days of conclusion, i.e., by 1st October 2024. Late filing attracts penalty of ₹1,00,000 plus ₹500/day continuing default (max ₹5,00,000).

### Example 2

Example 2: An unlisted public company prepares an AGM report. Is filing in MGT-15 mandatory?

Answer: No. Sec 121 applies only to listed public companies. Unlisted public companies, private companies, and Sec 8 companies are outside its scope.

⚠️ Common exam mistakes

Believing Sec 121 applies to all public companies — it applies only to listed public companies.
Confusing the form — MGT-15 (not MGT-7, which is the Annual Return).
Treating the report as a replacement for minutes — they are in addition to minutes.
Forgetting that 2 directors AND the CS must sign if the Chairman is unavailable.

Bare-Act text Section 121 read with Rule 31 · Companies Act, 2013 · click to expand

Sec 121(1): Every listed public company shall prepare in the prescribed manner 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. Sec 121(2): The company shall file with the Registrar a copy of the report referred to in sub-section (1) within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed.

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Report on AGM by Listed Public Companies - Section 121 & Rule 31

Worked example

⚠️ Common exam mistakes