Report on Annual General Meeting-Overview
121 (1) Report on Annual General Meeting
Every listed public company shall prepare 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
COMMENT: Report
on Annual General Meeting.
(1) The report in pursuance of the provisions of
sub-section (1) of section 121 shall
be prepared in the following manner, namely:-
(a) the report under this section shall be prepared in
addition to the minutes of the general meeting;
(b) 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;
(c) the report shall contain the details in respect of the
following, namely:-
|
(i) the day, date, hour and venue
of the annual general meeting;
|
|
(ii) confirmation with respect to
appointment of Chairman of the meeting
|
|
(iii) number of members attending
the meeting
|
|
(iv) confirmation of quorum
|
|
(v) confirmation with respect to
compliance of the Act and the Rules, secretarial standards made there under
with respect to calling, convening and conducting the meeting;
|
|
(vi) business transacted at the
meeting and result thereof;
|
|
(vii) particulars with respect to
any adjournment, postponement of meeting, change in venue; and
|
|
(viii) any other points relevant
for inclusion in the report
|
(d) the Report shall contain fair and correct summary of
the proceedings of the meeting.
(2) The copy of the report prepared in pursuance of
sub-section (1) of section 121 and
sub-rule (1), shall be filed with the Registrar in 1Form
No. MGT.15 within thirty days of the
conclusion of the annual general meeting along with the fee.
Comment: 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 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
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.
Applicability of this Chapter
to One Person Company
122. (1)
The provisions of section 98 and sections
100 to 111 (both
inclusive) shall not apply to a One Person Company.
(2) The ordinary
businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company,
is required to transact at its annual general meeting, shall be transacted, in
case of One Person Company, as provided in sub-section (3).
(3) For the
purposes of section 114, any business which is
required to be transacted at an annual general meeting or other general meeting
of a company by means of an ordinary or special resolution, it shall be
sufficient if, in case of One Person Company, the resolution is communicated by
the member to the company and entered in the minutes-book required to be
maintained under section 118 and
signed and dated by the member and such date shall be deemed to be the date of
the meeting for all the purposes under this Act.
(4) Notwithstanding
anything in this Act, where there is only one director on the Board of Director
of a One Person Company, any business which is required to be transacted at the
meeting of the Board of Directors of a company, it shall be sufficient if, in
case of such One Person Company, the resolution by such director is entered in the
minutes book required to be maintained under section 118 and signed and dated by such director and such date
shall be deemed to be the date of the meeting of the Board of Directors for all
the purposes under this Act.
DISCLAIMER: The article is based on
the relevant provisions and as per the information existing at the time of the
preparation. In no event I shall be liable for any direct and indirect result
from this article. This is only a knowledge sharing initiative.
THE AUTHOR – CS
DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS LLP) and can
be reached at CONTACTHHPRO@GMAIL.COM OR 9910248911
0 Comments