Minutes do not replace the AGM report
Section 121 requires every listed public company to prepare a report on each AGM confirming lawful convening, holding and conduct, and file a copy with the Registrar within thirty days of conclusion. Rule 31 requires this report in addition to minutes and identifies MGT-15. Establish actual statutory listed-public-company status, including relevant exclusions; do not assign the obligation solely because another group entity is listed.
Fix the real conclusion date
Keep the meeting chronology and any adjournment, postponement or venue change. The clock starts from conclusion, not year-end or the date minutes are finalised. For a continued meeting, establish the proper conclusion from its actual facts. Examples assume an ordinary concluded AGM, calendar-day counting from the next day and no valid extension or special relief.
Build the report from evidence
Rule 31 requires day, date, hour, venue, chairperson appointment confirmation, members attending, quorum confirmation, legal and secretarial-standard compliance, business and results, meeting changes and other relevant particulars. Provide a fair and correct summary. An agenda describes proposed business, not necessarily the outcome. Match resolutions to voting results and preserve separate quorum and voting-power calculations; member attendance is not automatically voting power.
Check the specified signing route
Apply rule 31(1)(b): the chairman route or, where the chairman cannot sign, the specified two-director route including the managing director if there is one, together with the company secretary as stated in the rule. Record signing authority and date. Do not assume any finance employee can replace the prescribed signatories. Resolve defects truthfully rather than using a compliance confirmation to conceal them.
Use the current MGT-15 and verify accepted filing
ICSI’s current rule entry records form substitution effective 14 July 2025. Use the operative form and current fields, not an old portal screenshot. Match CIN, meeting date, report and attachments, retain payment and filing acknowledgements and verify status. A saved draft is not a filing. This article does not promise a particular portal-processing route or invent an attachment format.
Separate fees from statutory penalty exposure
Current section 121(3) provides a ₹1 lakh company penalty plus ₹500 per continuing day after the first, subject to ₹5 lakh maximum. Officers in default have separately stated minimum, continuation and cap provisions. The illustrations model company exposure only on established default-day assumptions, not adjudication outcomes. Additional filing fees and late acceptance do not automatically extinguish statutory exposure. Preserve any valid relief separately.
Framework checked on 25 October 2026. Read the primary framework.
Read rule 31 and the current MGT-15 reference in ICSI’s e-book.
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: September conclusion
Assume conclusion on 30 September 2026 and the ordinary thirty-day period. Counting from the next day gives 30 October 2026 as the model deadline.
Illustrative example 2: August conclusion
Conclusion on 31 August 2026 gives a thirty-day model deadline of 30 September 2026. It is not a same-numerical-date-next-month formula.
Illustrative example 3: A late accepted filing
For the September model, 31 October is 31 days after conclusion and one day beyond the thirty-day period. A draft saved on 29 October does not alter the accepted filing date.
Illustrative example 4: Ten failure days
Assume section 121(3) applies and continuing company failure lasts ten established days. Company model: ₹1,00,000 + 9 × ₹500 = ₹1,04,500, before legally applicable relief or adjudication.
Illustrative example 5: Company ceiling
For an assumed 1,000-day established failure, uncapped company model is ₹1,00,000 + 999 × ₹500 = ₹5,99,500. The ₹5,00,000 ceiling reduces that working by ₹99,500.
Illustrative example 6: Distinct companies
Assume two listed public companies each have one established default day attracting the company base penalty. ₹1,00,000 each totals ₹2,00,000. Group administration does not pool both into one company’s ₹1,00,000.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Confirm applicability | Actual listed-public-company status. |
| 2 | Fix chronology | Conclusion and meeting changes. |
| 3 | Calculate the period | Thirty-day calendar and verified relief. |
| 4 | Reconcile meeting facts | Attendance, quorum and chairperson. |
| 5 | Confirm outcomes | Business, resolutions and voting results. |
| 6 | Prepare the report | Fair summary additional to minutes. |
| 7 | Verify signatures | Rule 31 route and dates. |
| 8 | Use the operative form | Current MGT-15 and matched attachments. |
| 9 | Verify submission | Accepted status and payment evidence. |
| 10 | Resolve defaults separately | Fees, officer exposure and adjudication. |
Sixteen practitioner FAQs
1. Does every unlisted public company file this?
Section 121 addresses listed public companies; establish applicability.
2. Is MGT-15 the annual return?
No. It files the AGM report.
3. Do financial statements replace it?
These are separate obligations.
4. Are minutes sufficient?
Rule 31 requires the report in addition.
5. What starts the clock?
Conclusion of the AGM.
6. Is it thirty working days?
The provision states thirty days.
7. Does year-end start this period?
No.
8. Should adjournments be recorded?
Rule 31 includes relevant meeting-change particulars.
9. Is the agenda a results report?
Report actual proceedings and outcomes.
10. Can attendance replace voting analysis?
Use the proper separate calculations.
11. Who signs?
Apply rule 31(1)(b)’s specified signing and dating route.
12. Is an old form necessarily valid?
Verify the operative MGT-15.
13. Does a saved draft count as filing?
Retain accepted filing evidence.
14. Are fees the company penalty?
No. Keep those authorities and amounts separate.
15. Do officers use the company cap?
Their statutory exposure is separately stated.
16. What closes the file?
Signed report, meeting evidence, accepted filing and resolved exceptions.
Conclusion
A listed public company must prepare the section 121 AGM report and file within thirty days of conclusion. Rule 31 makes it additional to minutes. Reconcile meeting facts, signatures and accepted filing, with fees and statutory penalties kept separate.