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Friday, 13 June 2014

Delay in filing Annual Return

Section 121 of the Companies Act,2013 and Rule 31 of Companies (Management and Administration) Rules,2014 deals with Report on Annual General Meeting. This is the new provision introduced by the Companies Act ,2013, which mandates the report on AGM for all listed public companies. Earlier, as per the listing agreement, the report on AGM is mandatory only for Top 100 listed companies.
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 there under.
Report on AGM:
The report under this section shall be prepared in addition to the minutes of the general meeting.
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 company secretary of the company.
Details of the Report:
1the day, date, hour and venue of the annualgeneral meeting
2confirmation with respect to appointment of Chairman of the meeting
3number of members attending the meeting
4confirmation of quorum
5confirmation with respect to compliance of the Act and the Rulessecretarial standards made there under with respect to calling, convening and conducting the meeting
6business transacted at the meeting and result thereof
7particulars with respect to any adjournment, postponement of meeting, change in venue
8any other points relevant for inclusion in the report
The Report shall contain fair and correct summary of the proceedings of the meeting.
Filing of Report:
The copy of the report shall be filed with the Registrar in Form No. MGT.15 within 30 days of the conclusion of the annual general meeting along with the fee.
Penalty:
If the company fails to file the report before the expiry of the additional period of 270 days with additional fee specified under section 403.
CompanyFine which shall not be less than Rs.1,00,000/- but which may extend to Rs.5,00,000/-
OfficerFine which shall not be less than Rs.25,000/-but which may extend to Rs.1,00,000/-