This is new feature of Indian Corporate Law. Section 121 of the companies Act 2013 simply says that 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 there under. The company shall file with the Registrar a copy of the report within thirty days of the conclusion of the annual general meeting.
Rule 31 of the Companies (Management and Administration) Rules 2014 goes into details.
Rule 31 (1) lay down general rules for preparation of the report on annual general meeting.
- The report shall be prepared in addition to the minutes of the general meeting. This report is not a substitute for minutes of the general meeting.
- The report shall be signed and dated by the Chairman of the meeting or in case of his inability 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. This is clear that there is two possible combination to sign this report (i) Chairman and company secretary or (ii) two director (including Managing Director) and company secretary).
- The report shall contain thedetailsin respect of following, namely:
- The day, date, hour and venue of the annual general meeting;
- Confirmation with respect to appointment of Chairman of the meeting;
- Number of members attending the meeting;
- Confirmation of quorum;
- Confirmation with respect to compliance of the Act and Rules, Secretarial Standards made there under with respect of calling convening and conducting of meeting;
- Business transacted at the meeting and result thereof;
- Particulars with respect to any adjournment, postponement of meeting, change in venue; and
- Any other point relevant for inclusion in the report.
- The Report shall contain fair and correct summary of the proceeding of the meeting.
For the purpose of sub – clause (v) of clause (c) of sub – rule (1) of Rule 31, Act means the Companies Act 2013 as defined in Rules 2(1)(a) of the Companies (Management and Administration) Rules, 2014. This is worthy to note the companies (Management and administration) Rules, 2014 does not define term “rules” for the purpose of this clause and we may also not find definition of rules in the Companies Act 2013. In term of Rules 2(2), we may understand rules to these Companies (Management and Administration) Rules, 2014 only.
According to Rule 31(2) a Copy of the report prepared shall be filed with the Registrar in Form MGT – 15 within thirty days of the conclusion of the annual General meeting along with the fee.
This is an e- form but yet to be made available for electronic filing. We will discuss details soon after it will be made available in electronic form. Until than paper format of the report shall be as under:
1a. CIN, or
2a Name of the Company
2b Registered office address
2c email address
3 Detail of meeting:
(i) day, date, hour of the annual general meeting
(ii) venue of the annual general meeting
(iii) whether chairman of the meeting appointed
(iv) number of members attending the meeting
(v) whether the requisite quorum was present
(vi) business transacted at the meeting and result thereof
(vii) particulars with respect to any adjournment of meeting and change in venue
(viii) particulars with respect of postponement of meeting and change in venue
(ix) any other point relevant for inclusion in the report
4 Fair summary of the proceeding of the meeting
5 Confirmed that the meeting was called, convened, held and conducted as per the provisions of the Act, the rules and secretarial standards made there under.
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