Summary:The method of signing minutes depends on whether the minutes are maintained in physical or electronic form. Under Secretarial Standard-1 (SS-01) and Secretarial Standard-2 (SS-02), minutes maintained in physical form must be manually signed by the Chairman, who is required to initial each page, sign the last page, and mention the date and place of signing. Where minutes are maintained in electronic form, the Chairman must sign them digitally. SS-01 and SS-02 further require electronically maintained minutes to carry a timestamp. The legal validity of digital signatures is recognized under Sections 3 and 4 of the Information Technology Act, 2000, which provide legal recognition to digital signatures and electronic records. Section 120 of the Companies Act, 2013 permits companies to maintain documents, records, registers, and minutes in electronic form. Rule 27 of the Companies (Management and Administration) Rules, 2014 prescribes conditions for electronic maintenance, including readability, retrievability, digital signing, protection against alteration after signing, and proper record updating.
Signing Requirements for Minutes Based on the Form of Maintenance
| Form in which Minutes are maintained | Signing Method | Provision |
| Physical Form | Physical/Manual Signature | 7.6.2 of SS-01 states: 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.
17.5.2 of SS-02 states: 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. |
| Electronic Form | Digital Signature | 7.6.2 of SS-01 states: If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.
17.5.2 of SS-02 states: If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally. |
Other provisions to be considered while maintaining minutes in Electronic Form:
Secretarial Standard-01
7.1.3 of Secretarial Standard-1: Minutes in electronic form shall be maintained with Timestamp.
7.6.2 of Secretarial Standard-1: If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.
Secretarial Standard-02
17.1.3 of Secretarial Standard-2: Minutes in electronic form shall be maintained with Timestamp.
17.5.2 of Secretarial Standard-2: If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.
*Note: Maintenance shall be in accordance with all other requirements as provided in the Act or the rules made there under;
Legal Validity of Digital Signature:
The foundation of digital signature was laid by Information Technology Act, 2000. Legal Validity of DSC has been drawn through following Provision:
| Provision | Heading | Key Requirement |
| Section 3 | Legal Recognition of Digital Signature | Recognition to Digital Signature has been provided through this section. Provided it uses an asymmetric cryptosystem and hash function to authenticate. |
| Section 4 | Legal Recognition of Electronic Record. | This states that where any law requires information to be in writing, or retained, or printed, such requirement can be fulfilled by maintaining it electronically and accessible so as to be usable for further reference. |
Validity of Electronic Records as per Companies Act, 2013
Pursuant to Section 120 of the Companies Act, 2013 Any document, record, register, minutes, etc. which are required to be kept by a company or allowed to be inspected or copies to be given to any person by a company under this Act may be kept or inspected or copies given, as the case may be, in electronic form in such form and manner as may be prescribed. (It has been prescribed under Rule 27 of The Companies (Management and Administration) Rules, 2014)
Rule 27 of The Companies (Management and Administration) Rules, 2014 states Maintenance and Inspection of Document in Electronic Form, which is as follow:
The records in electronic form shall be maintained in such manner as the Board of directors of the company may think fit. Provided that:
(a) the records are maintained in the same formats and in accordance with all other requirements as provided in the Act or the rules made there under;
(b) the information as required under the provisions of the Act or the rules made there under should be adequately recorded for future reference;
(c) the records must be capable of being readable, retrievable and reproducible in printed form;
(d) the records are capable of being dated and signed digitally wherever it is required under the provisions of the Act or the rules made there under;
(e) the records, once dated and signed digitally, shall not be capable of being edited or altered;
(f) the records shall be capable of being updated, according to the provisions of the Act or the rules made there under, and the date of updating shall be capable of being recorded on every updating.
For the purpose of this rule, the term “records” means any register, index, agreement, memorandum, minutes or any other document required by the Act or the rules made there under to be kept by a company.
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