ALL ABOUT MINUTES OF THE MEETING:
APPLICABLE PROVISION:
-Section 118 of the Companies Act, 2013
-Rule- 25 of the Companies (Management and Administration) Rules, 2014
–Secretarial Standard-1 Meeting of Board of Directors)
–Secretarial Standard-2 (Secretarial Standard on General Meeting)
Minutes means a formal written record, in physical or electronic form, of the proceedings of a Meeting and Minutes Book means a Book maintained in physical or in electronic form for the purpose of recording of Minutes.
Section 118 (1): Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within 30 days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
A distinct minute book shall be maintained for each type of meeting namely
1. General Meetings of the Members
2. Board Meeting of the Directors
3. Meetings of each Committee of the Board
4. Meetings of the Creditors
Resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting.
Rule 25 of the Companies (Management and Administration) Rules, 2018
| 1 | The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within 30 days of the conclusion of the meeting. |
| 2 | 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 days from the date of passing of resolution. |
| 3 | Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed-
a. in the case of minutes of proceedings of a meeting of the Board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting; b. in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose; c. In case of every resolution passed by postal ballot, by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose |
| 4 | The minute’s books of the Board and committee meetings shall be preserved permanently and kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose and shall be kept in the registered office or such place as Board may decide. |
KEY POINTS:
| 1. | The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. |
| 2. | All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting. |
| 3. | Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. |
| 4. | If Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting. |
| 5. |
In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain— (a) the names of the Directors present at the meeting; and (b) in the case of each resolution passed at the meeting, the names of the Directors, if any, dissenting from, or not concurring with the resolution. |
| 6. | The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein. |
| 7. | Where the minutes have been kept in accordance with provisions then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of Directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid. |
| 8. | No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting. |
| 9. | Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government. |
| 10. | Minutes in electronic form shall be maintained with Timestamp |
PROCEDURE FOR MAKING MINUTES:
1. The content of minutes shall be printed only on minutes sheets
2. The pages of the Minutes Books shall be consecutively numbered.
3. The minutes shall be maintained in third person and the past tense but the resolution is always be in present tense.
4. If maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
PLACE OF KEEPING MINUTES:
Minutes of the Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.
INFORMATION CONTAINED IN THE MINUTES:
| General Content | Specific Content |
| Serial Number of the Meeting
Type of Meeting Name of the Company Date and Time of the Meeting Venue of the Meeting Conclusion time of the meeting Attendance of the directors Name of the directors physically present Name of the Directors present through electronic mode Company secretary of the Company Special Invitee (if any) |
Election of Chairman of the Meeting
Granting Leave of absence of director Mode of Attendance of directors Ascertainment of quorum Confirmation of minutes of preceding meeting Noting of Resolution passed by circulation (if any) Any other item for which meeting was convened |
FINALISATION OF MINUTES:
After completion of meeting, Company Secretary or any other person who is authorized by board, shall record the proceedings of the meeting and present it before the chairman.
CURCULATION OF MINUTES:
Circulation of draft minutes: The draft minutes shall be circulated to the all directors of the company for their comments within 15 days from the date of conclusion of meeting by hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means.
The director whether present or not at the meeting, shall communicate their comment within 7 days from the date of circulation thereof, in writing on the draft circulated minutes.
However, if any Director communicates his comments after the expiry of the said period of seven days, the Chairman shall have the discretion to consider such comments. In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such Director.
SIGNING OF MINUTES:
Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
The Chairman shall initial each page of the Minutes, and will sign the last page of the minutes of the particular meeting. He will also mention date and place of the meeting. If the minutes are prepared in electronic form, the chairman shall sign the minutes digitally.
SIGNED CIRCULATION:
A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorized by the Board shall be circulated to all Directors within 15 (fifteen) days after these are signed.
MODIFIACTAION OR ALTERATION IN MINUTES AFTER SIGNING:
Corrections to meeting minutes can be made when they are first distributed, considered for approval, or even after they have been approved. If the minutes have already been approved, then a “Motion to Amend Something Previously Adopted” will need to be made and considered at a subsequent meeting. If this motion is adopted, amend the previously approved minutes by making the appropriate correction. Since approved, the minutes are signed by the secretary of the board and thereafter become the official record of the meeting. The secretary maintains the minutes file for future access by the board or other members.
INSPECTION AND EXTRACTS OF MINUTES:
Directors, Company secretary, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor can inspect the minutes. However, the members of the company are not entitled to inspect minutes.
Extracts of the minutes of the meeting can be given only to the director of the company.
MATTER NOT TO BE INCLUDED IN THE MINUTES:
There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds as specified above
PENALITY:
If any default is made in complying with the provisions of this section in respect of any 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..
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 mentioned article has been based on relevant provisions of Companies Act, 2013 . 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.
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