This article is in continuation of my last article on Board Meeting Minutes and I have covered the Frequently asked questions on Annual General Meeting Minutes.
As Annual General Meeting have very important meeting of company and held in every Financial Year as per The Companies Act, 2013.
I will brief you about General meeting minutes and basic questions which crosses a mind of minute maker. As the minutes are demanded by many departments time to time, it is very important to understand its concept clearly. I hope you enjoy as well as gain knowledge by reading this article which is prepared in question answer format.
Minutes, also known as minutes of meeting, protocols or, informally, notes, are the instant written record of a meeting or hearing. They typically describe the events of the meeting and may include a list of attendees, a statement of the issues considered by the participants, and related responses or decisions for the issues depending upon the Law they are governed under.
The provision of Annual General Meeting minutes also applies to Extra-ordinary General Meeting Minutes preparation also.
The provision of 118 of the Companies Act, 2013 governs the preparation of the Annual General Meeting Minutes of company and it also mandates a company to observe Secretarial Standard -2 issued by The Institute of Company Secretaries of India for preparation of minutes of a company.
Note that One-person company (OPC) and Section 8 company are not required to observe secretarial Standard-1 issued by The Institute of Company Secretaries of India.
Yes, as per section 118 of the Companies Act, 2013 every company whether: –
Minutes are prepared for each and every kind of meeting including: –
Minutes are prepared in simple narrative form and plain language which a reader can understand by reading them. Generally, they are prepared in physical mode and binding them in minutes books from time to time.
But yes, they can be maintained in Electronic mode also, in such case a company will timestamp them.
The Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person duly authorised by the Board or by the Chairman in this behalf shall record the proceedings.
In how many days they should be prepared?
Minutes should be drafted and signed as well as entered in the minute book or get timestamped in case of physical and electronic maintenance mode respectively within thirty (30) days from the Annual General Meeting or Extra-ordinary general meeting.
In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutinizer’s report shall be entered in the minutes book of general meetings along with the date of such entry within thirty (30) days from the date of passing of resolution.
Minutes should be entered in the minute book within thirty (30) days from the Annual General Meeting or Extra-ordinary general meeting. Hence, they should be signed on or before thirty (30) days.
Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorised by the Board for the purpose, within thirty days of the General Meeting.
The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes.
In case of electronically maintained Annual General Meeting minutes, the chairman shall sign minutes digitally within thirty (30) days.
As mentioned above, yes Annual General Meeting minutes can prepared and maintained electronically but they should be properly timestamped.
The Companies Act, 2013 gives freedom to companies to maintain minutes in any way either in physical or electronic. However, once a method is adopted it should be followed in all subsequent years accordingly.
Annual General Meeting Minutes Books shall be kept at the Registered Office of the company or at such other place as may be approved by the Board and should be under the custody of Company Secretary if any, or any other person as authorised by Board.
Minutes of all Annual General Meeting shall be preserved permanently in physical or in electronic form with Timestamp.
Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved.
Once signed by the Chairman, shall not be altered. Hence, number of alterations can be made in minutes but this all should be done before get them signing from Chairman.
Yes, The Companies Act, 2013 clearly states that, if any member, requests to inspect the Minutes of Annual General Meeting, it is the duty of company to serve them within a period of seven (7) days from the request made though there may be of fees or sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page.
Provided that a member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding three financial years shall be entitled to be furnished, with the same free of cost.
If no minutes are prepared, in respect of any Annual General Meeting or Extra-ordinary General Meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
Also note, if a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.
Disclaimer: – The above article is prepared keeping in mind all the important and basic question as well as provision of section 118 of the Companies Act, 2013 and The secretarial Standard-2 issued by The Institute of Company Secretaries of India which comes in mind of a professional or other stakeholder while preparing Annual General or Extra-ordinary General Meeting Minutes. The author has tried to cover all the important and basic question. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.
(The Author is Corporate Consultant and provides varied array of services including Start-ups mentor, Secretarial, Legal, Trademark, taxation, Audit, GST, Book keeping and other ancillary advisory service in Delhi, Chandigarh as well as The National Capital Region (NCR) and can be contacted through email id:- [email protected] and Contact Number: 91-8178515005)