CS D Hem Senthil Raj
Under Section 118 of Companies Act, 2013 every Company is required to cause the minutes of the proceedings of every:
1. General Meeting of any class of shareholders or creditors;
2. Resolution passed by Postal Ballot;
3. Meeting of Board of Directors or committee of the Board
MAINTENANCE OF MINUTES BOOK:
Minutes of the above said meetings shall be prepared, signed and maintained in a distinct minute book separately; however the 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 a general meeting.
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 thirty days of the conclusion of the 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 days from the date of passing of resolution.
SIGNING OF MINUTES:
Each page of every minute 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.
Person to Sign:
Minutes of proceedings of a meeting of the Board or of a Committee:
Chairman of the said meeting or the Chairman of the next succeeding meeting.
Minutes of proceedings of a general meeting:
Chairman of the said 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 authorised by the Board for the purpose.
Resolution Passed by Postal Ballot:
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.
Place of Keeping of Minutes Book:
Shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorised by the board or at such other place as may be approved by the Board.
Points to be kept in Mind while Drafting Minutes:
1. It shall contain a fair and correct summary of the proceedings.
2. All appointments made at any of the meetings shall be included in the minutes of the meeting.
3. In case of minutes of Board Meeting or committee of the Board, the minutes shall include the names of the directors present in the meeting and 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.
4. Every company is required to observe the Secretarial Standards with respect to General or Board Meeting. (which are yet to notified by the Central Government)
PENAL PROVISIONS IN CASE OF NON-COMPLIANCE:
|Company||Every Officer who is in default|
|Rs. 25,000/-||Rs. 5000/-|
TAMPERING WITH THE MINUTES/PROCEEDINGS OF MINUTES
In case of tampering with the minutes, the person 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 which may extend to one lakh rupees.