Form for Filing Report on Annual General Meeting [Form MGT-15]

Introduction:

Every listed public company must file MGT 15 (Report on Annual General Meeting) within 30 days of the Annual General Meeting, according to Section 121 (1) of the Companies Act, 2013.

Every listed public company must prepare a report on the annual general meeting, as required by Section 121(1) of the Companies Act, 2013 and Rule 31(2) of the Companies (Management and Administration)Rules 2014. The report must state that the meeting was called, held, and conducted in accordance with the Act’s and regulations’ provisions. Within 30 days following the annual general meeting’s conclusion, a copy of the report, along with the specified fee, must be filed with the Registrar in e-Form MGT-15.

Report on the Annual General Meeting (e-Form MGT-15)

Report on Annual General Meeting has no definition, however, it may be described as a written thorough summary of the proceedings of the Annual General Meeting based on its name.

Section 121(1) of the Companies Act, 2013 and Rule 31(2) of the Companies (Management and Administration) Rules, 2014, which are reprinted for your convenience, necessitate the filing of e-Form MGT-15.

Section 121(1)

Every listed public company must prepare a report on each annual general meeting in a specified way, including certification that the meeting was convened, held, and conducted in accordance with the provisions of this Act and the rules issued thereunder.

Rule 31(1)

Rule 31(1) establishes broad guidelines for the drafting of the annual general meeting report:

• In addition to the minutes of the general meeting, the report must be prepared. This report is not intended to be a replacement for the minutes of the general meeting.
• The Chairman of the meeting, or in his absence, any two directors of the company, one of whom shall be the Managing Director, if there is one, and the company secretary, shall sign and date the report. There are two potential signature combinations for this report: I Chairman and company secretary, or (ii) two directors (including Managing Director and company secretary).
• The following information must be included in the report:
  1. The day, date, hour, and location of the annual general meeting;
  2. Confirmation of the meeting’s Chairman; and
  3. The number of members who attended the meeting.
  4. Confirmation of quorum;
  5. Confirmation of compliance with the Act and Rules, Secretarial Standards made thereunder with respect to calling, convening, and conducting of meetings;
  6. business transacted at the meeting and result thereof;
  7. Particulars with respect to any adjournment, postponement, or change in venue; and
  8. Any other point relevant for inclusion in the report.
• The report must provide a fair and accurate account of the meeting’s proceedings.

The purpose of this e-Form

Every publicly traded business must compile an annual general meeting report, including certification that the meeting was summoned, held, and conducted, and file it with the ROC in e-Form MGT-15.

Issues that are discussed at the Annual General Meeting

The following is a list of the types of business that are often conducted during an annual general meeting:

• The distribution of a dividend to stockholders
• Examining the yearly accounts
• Deliberation of the director’s and auditor’s reports
• Appointment of statutory auditors and setting of their salary
• Appointing replacement directors to take the place of departing directors.

A specific notice detailing the problem must be provided to members before the meeting to discuss any subject other than the five listed above. This is provided together with the notification of the meeting.

Requirements for conducting an Annual General Meeting under the Law

Before the meeting, all members must be given a 21-day notice period under the law. There is one exception to this rule, though. The meeting might be convened sooner if all of the voting members agree. In addition, the notification must be accompanied by the following papers. The regulations that regulate annual general meetings are specified in the articles of association, business bylaws, and jurisdiction.

• A copy of the company’s annual accounts
• A director’s report on the company’s financial situation for the year
• Auditor’s report on the yearly accounts.

In the event of a member’s absence, proxies may be used. The proxy does not have to be a corporate employee. The proxy forms, on the other hand, must be presented to the corporation at least 48 hours before the meeting.

Signing of the Report

The chairman of the meeting must date and sign the prepared report. In the event that the chairman is unable to sign the report, any two directors of the company, one of whom shall be the managing director, if there is one, and the company secretary shall sign the report.

Filing of the Report

Within 30 days after the end of the annual general meeting, the report shall be filed with the Registrar in Form MGT-15, together with the fees stipulated in the Companies (Registration Offices and Fees) Rules, 2014. If the aforementioned report is not filed within the stipulated term, it must be filed within the extended period of 270 days specified in Section 403 of the Act.

It should be emphasized that this report must be filed following the end of the annual general meeting, not after the meeting’s final due date. As a result, if no annual general meeting is conducted in any given year, the crime under this section will be committed.

Punishment and Compoundability

If a firm fails to file the report required by subsection (2) before the period provided in section 403 with an extra charge, the penalty is doubled (i.e. within 300 days of the end of the annual general meeting). The firm shall be punished with a fine of not less than one lakh rupees but not less than five lakh rupees, and each officer of the company who is in default shall be punished with a punishment of not less than twenty-five thousand rupees but not less than one lakh rupees. The violations committed by the corporation and the officer, which are solely punished by fine, are compoundable under Section 441 of the Act.

Furthermore, Section 448 of the Act states that anyone who makes a false statement while knowing it is false or omits a material fact while knowing it is material in any return, report, certificate, financial statement/prospectus/statement, or any other document is liable under Section 447 of the Act. False evidence is punished under Section 449 of the Act by imprisonment for at least three years, with the possibility of being extended to seven years, and a fine of up to Rs ten lakh.

Instructions for completing the e-Form

Section Name	Field Name	Instructions
1 a	company’s CorporateIdentification Number (CIN)	Enter the company’s legal CIN. CIN may be found by entering the existing registration number or the name of the firm into the MCA website. In addition, the company should be in an ‘Active’ state. Please verify the status of the company’s master data, which is available on the MCA site.
1	Pre-fill button	Select the Pre-fill option. When you click the button, the system will automatically show your name, registered office address, and email address. If your email address changes, you can enter the new valid email address.
3 (i) and (iv)	Details of the meeting	Give the date of the Annual General Meeting, the start and end times, and the location of the AGM.
3 (v)	Whether chairman of the meeting appointed	Indicate whether or not the meeting’s chairperson was appointed.
3 (vi)	Name of the chairman	provide the name of the chairperson, if one has been appointed.
3 (vii)	Number of members who attended the meeting	Provide the number of members who attended the AGM.
3 (viii)	Whether the requisite quorum is present	Indicate whether or not the required quorum was present.
3 (ix)	Business transacted at the meeting and result thereof	Mention the specifics of the meeting’s business and the outcome.
3 (x)	Specifics on any meeting postponement or change in location venue	Provide information if the meeting was adjourned and if the venue changed.
3 (xi)	Particulars with regard to the postponement meeting and alteration in the venue	Provide the reasons for the meeting’s adjournment and, if appropriate, the change of location.
3 (xii)	Any further information that should be included in the report	Mention any other items that should be considered for inclusion in the report. report.
4	A fair summary of proceedings of the meeting	Mention a few significant points from the meeting that took place.
5	Confirmed that the meeting was called, convened, held, and conducted in accordance with the Act’s requirements, regulations, and secretarial standards.	Please certify that the meeting was called, convened, held, and conducted in accordance with the Act’s requirements, rules, and secretarial standards.

Annual General Meeting’s Quorum

In the event of a private business, a quorum for the AGM is two members present at the meeting. A quorum for a public corporation is:

• Five members present at the meeting if the total number of members is less than one thousand;
• If the number of members is greater than one thousand but less than five thousand, Fifteen members must be present at the meeting;
• If there are more than 5,000 members, there must be thirty members present at the meeting.

If a quorum is not present within half an hour of the planned meeting time, the meeting will be rescheduled for the same day the following week at the same time and location.

Members’ Rights at an Annual General Meeting

At an AGM, the company’s members (including shareholders) have the right to attend and vote. Members can use a paper ballot, a postal ballot, or e-voting to cast their votes. Members can appoint proxies to represent them at AGMs and vote for them. The proxy shall be designated in writing, including the member’s signature on the proxy form.

The proxy form shall be signed and sealed by an authorized signatory of the corporation if the proxy is appointed by a corporate shareholder. The members might choose one of them to be the meeting’s chairman. However, if the company’s articles of association allow for a chairman, that person will preside over the AGM.

Conclusion

The purpose of an Annual General Meeting (AGM) is for the company’s management and shareholders to engage. The Companies Act of 2013 mandates the holding of an annual general meeting to review the financial performance, the appointment of an auditor, and other matters. To have an AGM, a business must follow the processes outlined in the Companies Act of 2013. According to the rules of The Companies Act, 2013, all companies in India are established, regulated, and eventually liquidated. Though there are several provisions in The Firms Act, 2013 that apply to specific companies that meet certain conditions.

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References:

1. https://cleartax.in/s/eform-mgt-15-under-companies-act-2013
2. https://www.msmekipathshala.com/webkype/assets/pdf/Instruction_Kit_eForm%20MGT-15.pdf
3. https://taxguru.in/company-law/report-annual-general-meeting-companies-act-2013.html