Chapter VII - Management and Administration
Section 121
Section 121: report on annual general meeting
Every listed public company prepares a report on each annual general meeting and files a copy with the Registrar within thirty days of the meeting’s conclusion.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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.
Introduction
Section 121 applies only to listed public companies. The report must confirm that the AGM was convened, held and conducted as the Act and rules require.
Since the substitution deemed in force from 2 November 2018, late filing attracts civil penalties on the company and every officer in default.
Key takeaways
Who
Every listed public company, for each annual general meeting.
Content and filing
The report is prepared in the prescribed manner, includes a compliance confirmation and is filed within thirty days of the AGM’s conclusion with the prescribed fee.
Penalty
Company: one lakh rupees plus five hundred rupees for each day after the first during which the failure continues, up to five lakh rupees. Each officer in default: at least twenty-five thousand rupees plus five hundred rupees for each day after the first during which the failure continues, up to one lakh rupees.
Prepare the report
The report must state that the meeting was convened, held and conducted as the Act and the rules made under it require. Rule 31 of the Companies (Management and Administration) Rules, 2014 sets out how the report is prepared, and the 2014 rule prescribed filing in Form No. MGT.15. Check the current rules before filing.
- India Code — consolidated Companies Act, 2013, section 121
- eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
- eGazette — S.O. 1833(E), 7 May 2018 (commencement of Act 1 of 2018)
- eGazette — Companies (Amendment) Act, 2019 (22 of 2019)
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
File within thirty days
File a copy with the Registrar within thirty days of the AGM’s conclusion, with the prescribed fee or additional fees. The 2017 amendment removed the old section 403 reference with effect from 7 May 2018.
Penalties
If the report is not filed within the period, the company is liable to a penalty of one lakh rupees, plus five hundred rupees for each day after the first during which the failure continues, up to five lakh rupees.
Every officer in default is liable to a penalty of at least twenty-five thousand rupees, plus five hundred rupees for each day after the first during which the failure continues, up to one lakh rupees.
Practical preparation
Confirm the company is a listed public company. Draft the report alongside the minutes. Obtain the required signatures. Diarise thirty days from the end of the AGM. File the report with the fee.
Practical checklist
Do
- Prepare the report in addition to the minutes of the AGM.
- Diarise the thirty-day deadline from the day the AGM concludes.
Avoid
- Do not apply section 121 to unlisted or private companies; it covers listed public companies only.
- Do not leave out the compliance confirmation that sub-section (1) requires.
Illustrative example
Hypothetical: listed company AGM
A listed public company concludes its AGM on 25 August.
Draft
The company secretary prepares the report with the compliance confirmation.
Sign
The report is signed as the rules require.
File
The report is filed with the Registrar within thirty days of 25 August.
Outcome
- Filing within the period avoids the section 121(3) penalties.
Glossary
- Listed public company
- A public company with listed securities, to which section 121 applies.
- AGM report
- The report under section 121(1) confirming that the AGM was convened, held and conducted in compliance with the Act and rules.
Frequently asked questions
When must the AGM report be filed?
Within thirty days of the conclusion of the annual general meeting.
Does section 121 apply to private companies?
No. Sub-section (1) applies to every listed public company.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026