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 the following meetings 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 the books kept for that purposes with their pages being consecutively numbered [Section 118(1) and Rule 25(b)(i) of the Companies (Management and Administration) Rules, 2014]:
- Every general meeting of any class of shareholders or creditors
- Every resolution passed by postal ballot
- Every meeting of its Board of Directors or of every committee of the Board.
A distinct minute book shall be maintained for each type of meeting as under:
- General Meetings of the Members
- Meetings of the Creditors
- Meetings of the Board
- Meetings of each of the committees of the Board. [Rule 25(1)(a) of the Companies (Management and Administration) Rules, 2014]
- Resolutions passed by postal ballot shall be recorded in the Minutes book of General Meetings.
- 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.
- The pages of the Minutes Books shall be consecutively numbered both in physical form and electronic form.
- 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.
- Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
- 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.
- Minutes Books shall be kept at the Registered Office of the company or such place as Board may decide
- Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement of the Meeting.
- Minutes, once entered in the Minutes Book, shall not be altered.
- In case a Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting.
- 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.
- Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
- Each item of business taken up at the Meeting shall be numbered.
- Minutes Books shall be kept in the custody of the Company Secretary or any director duly authorised by the board
- All appointments made at any of the meetings viz General Meeting or Meeting of the Board shall be included in the minutes of the meeting
- Observe Secretarial Standards pertaining to general and Board meetings specified by the Institute of Company Secretaries of India
Following Procedure is to be followed
- 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.
- 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.
- 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.
- Each page of every such minutes book shall be initialed or signed by the following:
- By the chairman of the said meeting or the chairman of the next succeeding meeting, in the case of minutes of proceedings of a meeting of the Board or of a committee thereof
- By the chairman of the same meeting or in the event of the death or inability of that chairman by a director duly authorised by the Board for the purpose, in the case of minutes of proceedings of a general meeting
- By the chairman of the Board or in the event of there being no chairman of the Board or the death or inability of that chairman, by a director duly authorized by the Board for the purpose, in case of every resolution passed by postal ballot.
- Key Points
- The company shall abstain from including in the minutes, any matter which, in the opinion of the Chairman of the meeting:
- is or could reasonably be regarded as defamatory of any person or
- is irrelevant or immaterial to the proceedings or
- is detrimental to the interests of the company.
- The Chairman shall exercise absolute discretion pertaining to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in section 118(5) of the Act.
- In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain the following:
- the names of the Directors present at 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
- The minutes kept as per the provisions of section 118 of the Act shall be the evidence of the proceedings recorded therein.
- The meeting shall be deemed to have been duly called and held, all the proceedings thereat to have duly taken place, the resolutions passed by postal ballot to have been duly passed and in particular, and all the appointments of Directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid, where the minutes have been kept in accordance with provisions of section 118(1) of the Act, until the contrary is proved.
- The company shall abstain from purporting any document being a report of the proceedings of any general meeting of a company which is circulated or advertised at their expense, unless it includes the matters as per the provisions of section 118 of the Act.
- 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, in case of every resolution passed by postal ballot.