Companies Act, 2013 Procedure

Preparation and Signing of Minutes of General Meeting

Nupur Rathore Nupur Rathore
Nupur Rathore

Published on: Dec 16, 2020 / Updated on: Dec 21, 2020

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Introduction

Minutes means a formal written record, in physical or electronic form, of the proceedings of a Meeting. [Secretarial Standard-2 (Secretarial Standard on General Meeting)]

Minutes Book means a Book maintained in physical or in electronic form for the purpose of recording of Minutes. [Secretarial Standard-2 (Secretarial Standard on General Meeting)]

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, to be prepared and signed 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. [Section 118(1) and Rule 25(b)(i) of the Companies (Meeting of Board and its Powers) Rule, 20014]

A distinct minute book shall be maintained for each type of meeting namely

  • General Meetings of the Members
  • Meetings of the Creditors [Rule 25(1)(a) of the Companies (Meeting of Board and its Powers) Rule, 20014]

Mandatory Requirements

  1. Resolutions passed by postal ballot shall be recorded in the Minutes book of General Meetings.
  2. Minutes shall be maintained in physical or in electronic form. Minutes in electronic form shall be maintained with Timestamp. A company shall follow a uniform and consistent form of maintaining the Minutes.
  3. The pages of the Minutes Books shall be consecutively numbered both in physical form and electronic form.
  4. Where any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes.
  5. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
  6. Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years. There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves.
  7. Minutes Books shall be kept at the Registered Office of the company.
  8. Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement of the Meeting.
  9. Minutes, once entered in the Minutes Book, shall not be altered.
  10. In case a Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting.
  11. In respect of a Meeting convened but adjourned for want of Quorum a statement to that effect shall be recorded by the Chairman or any Director present at the Meeting in the Minutes.
  12. Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
  13. Each item of business taken up at the Meeting shall be numbered.

Following Procedure is to be followed

  1. Recording of Minutes
    • The Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person authorised by the Board or by the Chairman in this behalf shall record the proceedings.
    • Company Secretary shall record the minutes in clear, concise, plain language, in third person and past tense. Resolutions shall be written in present tense.
    • The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. He has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company.
  2. Entry in Minutes Book
    • Company Secretary or any person so authorized by the Board shall make entry of the minutes in the minutes book within thirty days from the date of conclusion of the Meeting.
    • In case a Meeting is adjourned, the Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.
    • Company Secretary shall record the date of entry of the Minutes in the Minutes Book. Where there is no Company Secretary, it shall be entered by any other person authorised by the Board or the Chairman.
  3. Signing of Minutes
    • Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorised by the Board for the purpose, within thirty days of the General Meeting.
    • The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out.
    • If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.

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