Think of Section 121 as the post-AGM compliance checkbox — once your AGM is done, the job isn't over. Every listed public company must prepare a formal Report on AGM and then file it with the Registrar of Companies (RoC). Unlisted companies and private companies are completely outside this section's scope, so don't mix them up.
Here's the rule in plain terms: after the AGM concludes, the company has 30 days to file a copy of this report with the RoC, along with the prescribed filing fees. The report must confirm that the meeting was convened, held, and conducted in accordance with the Companies Act 2013 and its rules — essentially a compliance certificate for the meeting itself. The format is prescribed under the rules (Form MGT-15 under Companies (Management and Administration) Rules, 2014, for those who want the full picture).
Now, the part examiners love — the penalty structure if you miss the 30-day deadline. There are two layers: one for the company and one for the defaulting officer.
For the company: ₹1,00,000 flat penalty on day one of default, plus ₹500 per day for every continuing day — capped at a maximum of ₹5,00,000.
For every officer in default: Minimum ₹25,000 flat, plus ₹500 per day for continuing default — capped at ₹1,00,000 per officer.
Notice the asymmetry — the company's cap is five times higher than the officer's cap. Also note: the officer penalty has a minimum floor of ₹25,000, meaning even one day of default attracts that base amount. This is asked frequently as a 4-mark question where students are asked to compute total penalties for a given number of default days.
Example 1: Penalty calculation for delayed AGM report filing
Setup: Rajesh & Co. Pvt. Ltd. held its AGM on 30th September 2024. The company filed the AGM report with the RoC on 20th November 2024 — that's 51 days after the AGM concluded. Calculate the penalty on the company and its one defaulting officer.
Wait — is Rajesh & Co. Pvt. Ltd. even covered?
No! Section 121 applies only to listed public companies. A private company is exempt. No penalty applies. (Classic trap question — always check the company type first.)
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Example 2: Same facts, but for Infra Vision Ltd. (a listed public company)
Setup: Infra Vision Ltd. held its AGM on 30th September 2024. The 30-day deadline to file was 30th October 2024. The company filed on 20th November 2024.
Days of default = 30th Oct to 20th Nov = 21 days of continuing failure (day 1 triggers the flat penalty; days 2–21 = 20 continuing days).
Penalty on the Company:
- Flat penalty (day 1): ₹1,00,000
- Continuing penalty (20 days × ₹500): ₹10,000
- Total = ₹1,10,000
- Maximum cap = ₹5,00,000 → ₹1,10,000 is within cap, so penalty = ₹1,10,000
Penalty on the Defaulting Officer:
- Flat minimum (day 1): ₹25,000
- Continuing penalty (20 days × ₹500): ₹10,000
- Total = ₹35,000
- Maximum cap = ₹1,00,000 → ₹35,000 is within cap, so penalty = ₹35,000
Final Answer: Company pays ₹1,10,000; Officer pays ₹35,000.
📖 Bare Act text — Section 121, Companies Act 2013
(click to expand)
(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.
(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, or with such additional fees as may be prescribed.
(3) If the company fails to file the report under sub-section (2) before the expiry of the period specified therein, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.