Section- 118 of Companies Act, 2013: Minutes of Board Meeting

The expression ‘Minutes’ means a record of the proceedings of a Meeting. Minutes should contain a fair and correct summary of the proceedings of the Meeting and should normally convey why, how and what conclusions or decisions were arrived at in relation to each business transacted at the Meeting. It need not be an exact transcript of the proceedings. Every company is required to keep Minutes of all Meetings.

Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting.

As noted earlier, minutes are an official and legal record of the board meeting. In a legal arena, meeting minutes are presumed to be correct and can be used as legal evidence of the facts they report.

TAKING MEETING MINUTES

In your role as company secretary, it is very essentially have major steps involved while recording effective meeting minutes. “Effective Meeting Minutes” I literally means a written record of what is being covered during a meeting, is a huge contributor to effective meetings. Give your little time in planning before the meeting, take notes during the meeting, and write it down in a form of formal report after the meeting.

You’ll also be responsible for filing and sharing the minutes of each meeting, so be attentive while noting.

Step 1: Be prepared for the Board Meeting

First and very important step in to be on time or before to organize every single thing which you going to need to records minutes. Every organization has a little bit different style of working, so have your foot on that in advance. Very important thing is to review past meeting minutes to use as a template. Try to have a discussion with the chairman about any/ specific formats that you are expected to use. And yes you should have a copy of the meeting agenda, including the names of all attendees, including guests or speakers.

Step 2: Taking a Record Handwritten/ Digitally

As per the requirement of your organization you can choose either to type notes at the meeting, or take them handwritten. According to my observation sometimes the sound of the clicking on the keyboard very annoying to some people while they were discussing something important, but if you have a digital style then you do it on your Tablet PC and you can write. So, some may be comfortable in taking notes by hand in their own style/ language/ understanding to give it a better body which includes the two most important things i.e. what information to record and how to present it.

Minutes should include the following details:

• Date/ Time/ Place of the meeting called to order
• Agenda of the meeting
• Whether a quorum is present or not
• Names of every member of the meeting either present or absent
• Corrections and amendments to previous meeting minutes
• Any amends in the agenda of the meeting
• Resolutions/ Motions passed or rejected
• Type of Voting and outcome of the vote
• Steps to be taken after meeting
• Items to be held over or adjourned for some reason
• New business
• Open discussion or public participation
• Next meeting date and time
• If Adjourned (Time of adjournment)

After the meeting, prepare the record as soon as possibly you can because it is fresh and clear in your mind.

It was all about how to take note on minutes and Now EVERYTHING ABOUT MINUTES ACCORDING TO SECRETARIAL STANDARD- 5:

 FINALIZATION OF MINUTES

Circulation of draft Minutes:

Within 15 (fifteen) days from the date of the conclusion of the Meeting of the Board or the Committee, the draft minutes thereof shall be circulated to all the directors of the Board or the committee for their comments.

Modes of circulation of draft Minutes:

Minutes can be circulated either by hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic mode.

Directors comments on draft minutes: 

• The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.

• If any Director communicates his comments after the expiry of the specified 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.

Follow your organization’s by-laws and protocols for storing minutes. Always have a backup of all documents either in hard copy or in soft copy.

MAINTENANCE

1. Minutes should be recorded in books maintained for that purpose. Minutes of the Board Meetings, if maintained in loose-leaf form, should be bound periodically depending on the size and volume, coinciding with the financial year(s) of the company. Minutes of other Meetings, if maintained in loose-leaf form, should be bound periodically depending on the size and volume. There should be proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves.

2. A distinct Minutes Book should be maintained for each type of Meeting. Resolutions passed by postal ballot should be recorded in the Minute books of General Meetings as if it has been deemed to be passed in the general meeting.

3. Minutes may also be maintained in electronic form in such manner as prescribed under the Act. Every listed company or a company having not less than one thousand shareholders, debenture holders and other security holders, should however maintain its Minutes in electronic form in such manner as decided by the Board. The Managing Director or Secretary or any other Director or Officer of the company as the Board may decide shall be responsible for the maintenance and security of Minutes in electronic form.

4. The pages of the Minutes Books should be consecutively numbered. This should be followed irrespective of a break in Book arising out of periodical binding. In the event any page in the Minutes Book is left blank, it should be scored off and initialled by the Chairperson who signs that Minutes.

5. Minutes should not be pasted or attached to the Minutes Book, or tampered with in any manner.

6. Minutes Books should be kept at the Registered Office of the company. Minutes of the Board Meetings may however, be kept at such other place as may be approved by the Board.

ENTRY IN MINUTES BOOK

Period of entry of minutes	Within 30 days from the date of conclusion of the Meeting either original or adjourned	The date of entry of Minutes should be recorded by a Director or the Secretary.
Alteration	Minutes once entered should not be altered except grammatical or minor corrections.	I(f major alteration is needed it must be taken by express approval in the subsequent Meeting.

SIGNING AND DATING

1. Minutes of the Meeting of the Board should be signed and dated by the Chairperson of the Meeting or the Chairperson of next Meeting.

2. Such Minutes may be signed by the Chairperson of the Meeting at any time before the next Meeting is held.

3. Minutes of a General Meeting should be signed and dated by the Chairperson of the Meeting or in the event of death or inability of that Chairperson, by the Vice-Chairperson or any Director who was present in the Meeting and duly authorized by the Board for the purpose, within thirty days of the General Meeting.

4. The Chairperson should initial each page of the Minutes, sign the last page and the date on which he has signed the Minutes should be mentioned by him.

INSPECTION & EXTRACTS

Following Persons can inspect the Minutes:

1. Directors,

2. Company Secretary in Practice appointed by the company,

3. Secretarial Auditor,

4. The Statutory Auditor,

5. The Cost Auditor,

6. The Internal Auditor

Extracts of the Minutes should be given only after the Minutes have been duly signed. However, certified copies of any Resolution passed at a Meeting may be issued even pending signing of the Minutes by the Chairperson, if the draft of that Resolution had been placed at the Meeting.

Extracts of the duly signed Minutes may also be provided in electronic form.

A Director who has attended a Meeting of the Board is entitled to receive a copy of its signed Minutes, even if he ceases to be a Director. *When a member requests in writing for a copy of any Minutes, which he is entitled to inspect, the company should furnish the same within seven working days of receipt of his request, subject to payment of such fee as may be specified in the Articles of the company.

In case a Member requests for the copy of the Minutes in electronic form, in respect of any previous General Meetings held during a period immediately preceding three financial years, the company should furnish the same without any fee.

PRESERVATION OF MINUTES

1. Minutes of all Meetings should be preserved permanently in physical or electronic form.

2. Office copies of Notices, Agenda, Notes on Agenda and other related papers should be preserved in good order in physical or electronic form for as long as they remain current or for ten years, whichever is later and may be destroyed thereafter with the approval of the Board.

EXTRACT OF SECTION 118 OF COMPANIES ACT, 2013

Minutes of Proceedings of General Meeting, Meeting of Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot

Notified Date of Section: 01/04/2014

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 thirty 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.

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

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

(4) 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.

(5) 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.

(6) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in sub-section (5).

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

(8) Where the minutes have been kept in accordance with sub-section (1) 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.

(9) 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.

(10) 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.

(11) 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.

(12) 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.