Applicability and Requirements of E-Form MGT 15

Applicability and Requirements of E-Form MGT 15: Report on Annual General Meetings as per Companies Act 2013

As per Section 121 (1) of the Companies Act, 2013 every listed public company has to file MGT 15 (Report on Annual General Meeting) in less than 30 days from the completion of the Annual General Meeting.

Applicability

• As provided under Section 121(1) of the Companies Act, 2013 read with Rule 31(2) of the Companies (Management and Administration) Rules 2014, Every Listed Public Company shall Prepare a Report on the Annual General Meeting.
• The report shall provide a confirmation that the meeting was convened, held and conducted as per the provisions of the Act and the rules.
• The copy of the report shall be filed with the Registrar in e-Form MGT-15 within 30 days of the conclusion of the annual general meeting along with the prescribed fee.

Requirements of the Report

• Although the minutes of the general meeting are maintained, this report shall be additionally prepared.
• The chairman of the meeting shall sign and date the report.
• In case he is unable to sign it, any two directors of the company and the company secretary shall sign the same.
• If the company has a managing director, then one of the signatures shall be his.

The various details to be stated in the report include

• Day, date, venue and time of the annual general meeting.
• Details of the appointment of the chairman.
• Details of the attendees of the meeting.
• Confirmation of the quorum.
• Business transacted at the meeting and the decisions made thereof.
• Details of any adjournment/postponement of the meeting.
• A fair summary of the proceedings of the meeting.
• Confirmation as regards the meeting being called convened, held and conducted as per the provisions of the act, the rules and secretarial standards.
• Any other relevant inclusions to the report.
• The form shall be digitally signed, and the DIN/PAN/membership number shall be furnished.

Penalties

The following shall be the penalties under Section 121 of the Act:

• Defaulter Company: Rs 1 lakh
• Penalty continuing failure: Rs 500 for each day of default capped at Rs 5 lakh.
• Every officer in default: Minimum: Rs 25,000 continuing failure: Rs 500 for Each day of default capped at Rs 1 lakh.
• Further, Section 448 of the Act provides that if any person makes a statement that is false though aware that it is false or omits any material fact knowing it to be material in any Return/ Report/ Certificate/ Financial Statement/Prospectus/Statement or any other Document he will be liable under Section 447 of the Act.
• Section 449 of the Act, provides for punishment for false evidence which shall be punishable with imprisonment for at least 3 years which may extend to 7 years and with a fine which might go up to Rs 10 lakh.