Company Law and Practice · Annual Report - Concepts

Report on Annual General Meeting under Section 121

Updated 11 October 2026 · Fact-checked

Under Section 121, every listed public company must prepare a report on each annual general meeting in the prescribed manner, confirming the meeting was convened, held and conducted as per the Act and rules. It must file a copy with the Registrar within thirty days of the AGM's conclusion, or face a penalty.

Understand Report on Annual General Meeting (Section 121)

An annual general meeting is where members pass key resolutions. Section 121 adds a layer of accountability for large, public-facing companies. It asks the company to record, in a formal report, that the AGM was run lawfully.

The duty applies only to a listed public company. A private company, an unlisted public company or a One Person Company is not covered by this section. The duty arises for each AGM, so it recurs every year.

The report is prepared in the prescribed manner. Its core content, as the Act states it, is a confirmation that the meeting was convened, held and conducted as per the provisions of the Act and the rules made under it. The details of format come from the rules, not from the section itself.

The company must then file a copy of the report with the Registrar within thirty days of the conclusion of the AGM. It must pay the prescribed fees, or additional fees if it files late. The thirty days run from when the meeting ends, not from when it starts or from the notice date.

Do not mix this up with the annual return under Section 92. The annual return is filed by every company within sixty days of the AGM. The AGM report is filed only by listed public companies, within thirty days.

Key rules to remember

Who must prepare the report: Every listed public company, for each AGM; Section 121(1). Not applicable to private or unlisted public companies.
Content of the report: Report in the prescribed manner + confirmation that the AGM was convened, held and conducted as per the Act and rules; Section 121(1).
Filing deadline: Within 30 days of the conclusion of the AGM, with the Registrar, with prescribed fees or additional fees; Section 121(2).
Penalty on the company: ₹1,00,000 + ₹500 per day after the first day of continuing failure, maximum ₹5,00,000; Section 121(3).
Penalty on every officer in default: Not less than ₹25,000 + ₹500 per day after the first day of continuing failure, maximum ₹1,00,000; Section 121(3).

How to solve Report on Annual General Meeting (Section 121) questions

Use this method for any question on the AGM report, whether it is a theory question or a case with facts.

1Identify the company type. Check that it is a public company and that it is listed. If not, state that Section 121 does not apply.
2State the duty: prepare a report on each AGM in the prescribed manner.
3State the content: confirmation that the meeting was convened, held and conducted as per the Act and rules.
4State the filing rule: copy to the Registrar within thirty days of the conclusion of the AGM, with the prescribed fees or additional fees.
5Count the days from the date the AGM concluded and decide whether the filing is on time.
6If late, apply the penalty: company and every officer in default, using the amounts in Section 121(3) and the caps.
7Write a one-line conclusion that answers the exact question asked.

Quickest way: Three-check method for Section 121 questions

When to use it: Use it when the question gives facts and asks whether the company has complied or what penalty applies.

Check 1: Is it a listed public company? If no, stop: no report is required.
Check 2: Count thirty days from the conclusion of the AGM. Filed within it means compliant.
Check 3: If late, compute the company penalty: ₹1,00,000 plus ₹500 for each day after the first, capped at ₹5,00,000. Then state the officer's penalty: minimum ₹25,000 plus ₹500 per day after the first, capped at ₹1,00,000.

Common mistakes in Report on Annual General Meeting (Section 121)

Applying Section 121 to every company.
Students remember that all companies hold AGMs and assume all must report on them.
Fix: Remember the words 'listed public company'. Private and unlisted public companies are outside this section.
Confusing the 30-day AGM report with the 60-day annual return.
Both are filed with the Registrar after the AGM.
Fix: Section 121: report on AGM, listed public companies, 30 days. Section 92: annual return, every company, 60 days.
Counting the thirty days from the date of notice or from the start of the meeting.
Students read 'within thirty days' loosely.
Fix: The section says within thirty days of the conclusion of the AGM. Use the date the meeting ended.
Forgetting that officers in default are also penalised.
Students stop after stating the company's penalty.
Fix: Always add the officer's penalty: not less than ₹25,000, with ₹500 per day after the first, up to ₹1,00,000.
Mixing up the daily penalty rate and the caps.
Several figures appear in one sub-section.
Fix: Company: ₹1,00,000 then ₹500 a day, max ₹5,00,000. Officer: minimum ₹25,000 then ₹500 a day, max ₹1,00,000.

Worked examples

Example 1

Sundaram Textiles Ltd, a listed public company, concluded its AGM on 10 September. It filed the AGM report with the Registrar on 5 October of the same year. Has it complied with Section 121? Give reasons.

Show the solution

Provision: Section 121(2) requires a listed public company to file a copy of the AGM report with the Registrar within thirty days of the conclusion of the AGM.
Facts: the company is listed and public, so Section 121 applies. The AGM concluded on 10 September.
Count: 10 September to 5 October is 20 days remaining in September (30 − 10) plus 5 days in October, which is 25 days.
25 days is less than 30 days, so the filing is within the time.

Answer: Yes. Sundaram Textiles Ltd filed 25 days after the AGM concluded, within the thirty days allowed under Section 121(2), so it has complied.

Example 2

Himalaya Pharma Ltd, a listed public company, failed to file its AGM report within the time allowed and filed it 4 days after the deadline. State the penalty for the company under Section 121.

Show the solution

Provision: under Section 121(3), a company that fails to file in time is liable to a penalty of ₹1,00,000. For continuing failure, a further ₹500 is added for each day after the first day, subject to a maximum of ₹5,00,000.
Facts: the failure continued for 4 days.
Days after the first: 4 − 1 = 3 days.
Further penalty: 3 × ₹500 = ₹1,500.
Total: ₹1,00,000 + ₹1,500 = ₹1,01,500, which is below the cap of ₹5,00,000.
Every officer in default is separately liable to a penalty of not less than ₹25,000, with ₹500 per day after the first day, subject to a maximum of ₹1,00,000.

Answer: The company is liable to a penalty of ₹1,01,500. Every officer in default is also separately liable under Section 121(3), with a minimum of ₹25,000 and the daily addition, up to ₹1,00,000.

Exam tips

Open your answer with the words 'listed public company'. The examiner looks for this condition first.
Write the thirty-day period and the starting point, 'conclusion of the AGM', in the same sentence.
In penalty questions, show the arithmetic: base amount, days after the first, daily rate, then check the cap.
Add a short contrast with Section 92 (annual return, sixty days) if the question is a short note, as it shows depth.
End case answers with a clear conclusion: complied or not complied, and the penalty if any.

Practice questions from Annual Report - Concepts

Report on Annual General Meeting (Section 121) in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Report on Annual General Meeting (Section 121): frequently asked questions

Who must prepare a report on the AGM under Section 121?

Every listed public company must prepare it for each annual general meeting. Private companies and unlisted public companies are not covered by this section.

What must the report on the AGM contain?

It is prepared in the prescribed manner and must include a confirmation that the meeting was convened, held and conducted as per the Act and the rules made under it.

What is the time limit for filing the AGM report?

The company must file a copy with the Registrar within thirty days of the conclusion of the AGM, along with the prescribed fees or additional fees.

What is the penalty for not filing the AGM report on time?

The company is liable to ₹1,00,000, plus ₹500 for each day after the first during which the failure continues, up to ₹5,00,000. Every officer in default faces not less than ₹25,000, plus ₹500 per day after the first, up to ₹1,00,000.