Understand the importance of minutes of proceedings in company meetings as per the Companies Act, 2013, Section 118. Learn the rules, content, and signing procedures for board and general meetings.
Minutes for Both Board Meeting & General Meeting
1. Minutes are written representation of the proceedings of the meeting or it’s a summary of the meeting in the written form. Secretarial standard – 2 defines ‘Minutes’ as a formal written record, in physical or electronic form, of the proceedings of a Meeting .
2. Every company must maintain a true and fair summary, of all the proceedings of the meeting in the minute book.
3. Minutes are to be prepared for every meeting of the company whether it be a Board Meeting, General Meeting, Committee meeting, etc.
4. It’s a general rule that minutes must contain a true and fair summary of the transactions of the meeting, however, the chairman may exclude at his discretion ( Chairman enjoys complete discretion in this regard) the following matters:
i) Defamatory statement against any person.
ii) Any Statement which is against the interest of company
iii) Any other irrelevant matter.
5. The Minutes must contain the details of the directors who are present at the Board Meeting and details of the directors to whom leave of absence is granted by the Chairman (Board Meeting).
6. In case of General Meeting, the minutes must contain name of the members who form the quorum & the number of other members who were present in the meeting in person or through a proxy.
7. The minutes book must have its pages consecutively numbered. Minutes must be directly written on the paper or printed through computer. Pasting of sheets in the minutes book is not allowed.
8. The minutes may be maintained either in physical or electronic format. A company shall, however, follow a uniform and consistent form of maintaining the minutes. Any deviation in such form of maintenance (switch from physical to electronic or vice versa) shall be authorized by the Board.
9. Signing of Minutes:
i) Board/Committee Meeting :- a) The Minutes of Board meeting may be signed by Chairman of same meeting within 30days of meeting or b) By the Chairman of the next BM in the next Board Meeting.
ii) General Meeting :- The minutes of general Meeting must be signed by Chairman of same meeting within 30 days of meeting, or if the chairman dies before signing minutes, the Board of Director may appoint any other person to sign the minutes of GM within 30 days.
iii) If the resolution has been passed through postal ballot within 30days by the Chairman of the Board & if the Chairman dies than any other person who is authorized by the Board.
10. Every page of minutes must be initialed by Chairman & the last page of minutes must have full Signature of the Chairman along with the date & place of signing.11. The Minutes may also be maintained in the loose leaf book, if maintain in loose leaf form, shall be bound periodically at least once in every three years. Further, there shall be a proper locking device to ensure security and proper control.
12. In case of the Minutes of Board Meeting , the minutes shall also contain the name of each director present in the meeting also the name of director who has not given consent for any resolution or any dissenting director.
13. Every company shall observe secretarial standard with respect to general and Board meetings by the ICSI and approved as such by the central Government. However, specified IFSC private and specified IFSC public companies are exempted from this requirement.
14. The Minutes book of the Board meeting shall be kept at the registered office of the company or at such other place as the board of the company may determine, however, the minutes of general meeting of the company shall be kept at the registered office of the company.