CS M. Kurthalanathan

Minutes of Proceedings of General Meeting,Meeting of BoD and other meeting and Resolutions passed by Postal Ballot under Companies Act,2013

Introduction: Section 118 of the Companies Act,2013 and Rule 25 of Companies (management and Administration) Rules,2014 deals with the Minutes of Proceedings of General Meeting, Meeting of BoD and other meeting and Resolutions passed by Postal Ballot

Preparation of Minutes:

Every company shall prepare, sign and keep minutes of proceedings of the following meetings/resolutions within 30 days of the conclusion of every such meeting concerned/resolution:

(i) general meetings of the members;

(ii)meetings of any class of shareholders

(iii) meetings of the creditors

(iv) meetings of the Board; and

(v) meetings of each of the committees of the Board.

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.

Minutes/ Resolutions Entry
Minutes of proceedings of each meeting Entered in the books maintained for that purpose along with the date of such entry within 30 days of the conclusion of the meeting.
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 30 days from the date of passing of resolution

The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.

In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—

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(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.

The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.

Matters 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

Shall not be included in the minutes.

The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes of the meeting.

Signing of Minutes:

Minutes/ Resolution Sign
Minutes of Proceeding of BoD or committee Each page of every such book shall be initialled 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 by the chairman of the said meeting or the chairman of the next succeeding meeting.
Minutes of proceedings of a general meeting Each page of every such book shall be initialled 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 by the chairman of the same meeting within the aforesaid period of 30 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.
Every resolution passed by postal ballot Each page of every such book shall be initialled 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 by the chairman of the Board within the aforesaid period of 30 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 the minutes:

Minute Book Place
Minutes book of General Meeting 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
Minutes book of the Board &Committee meeting 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. 

Status in pending Contrary:

Where the minutes have been kept in accordance with this section, 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, KMP, auditors or company secretary in practice, shall be deemed to be valid.

Circulation/Advertisement of Document:

A document purporting to be a report of the proceedings of any general meeting of a company shall not 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.

Observe Secretarial Standards:

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, and approved as such by the Central Government.

Penalty:

Company in default Fine of Rs.25,000/-
Officer in default Fine of Rs.5,000/-
If a person is found guilty of tampering with the minutes Imprisonment – 2 years andFine – Rs.25,000/- to Rs.1,00,000/-

Companies Act 2013 Vs Companies Act,1956:

S.No CA,2013 CA,1956
1 It requires minutes to be kept of meeting of any class of shareholders and creditors also. This was not the case under CA,1956
2 Minutes of every resolution passed by postal ballot are also to be kept. There was no such requirement
3 Every company shall observe secretarial standards with respect to general and Board meetings specified by the ICSI and approved as such by the CentralGovernment There was no such provision
4 If a person is found guilty of tampering with the minutes of proceedings of the meeting the aforesaid penalty is imposed. There was no specific penalty for tampering with minutes

In Companies ( Management and Administration) Rules,2014, clause C of Rule 25 is MISSING in the notified rules , the MCA has to confirm that whether it is typo error or it is missed at the time of drafting the rules.

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