What is the meaning of the Minutes of meeting?

The word “Minute” has been derived from the Latin word “minuta scriptura” meaning small notes. Written notes recorded during a meeting are known as meeting minutes. Minutes of meetings highlight the most essential topics under discussion, motions to be presented or voted on, and activities to be accomplished.  The minutes of the meetings must be written in such a way that they provide a clear and accurate account of what happened during the meeting.

Applicable provisions of Companies Act, 2013
– Section 118 of the Companies Act, 2013

-Rule- 25 of the Companies (Management and Administration) Rules, 2014

Which companies are required to prepare the Minutes of the meetings?

As per Section 118 of the Companies Act, 2013, 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.

For what type of meetings the Minutes of meetings are prepared to be prepared?

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

(i) general meetings of the members;

(ii) meetings of the creditors

(iii) meetings of the Board and

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

What is the time limit to prepare the Minutes of any meeting?

  1. The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within 30 days of the conclusion of the meeting.
  2. In case of 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 thirty days from the date of passing of the resolution.

What is the manner and who is authorized to sign the Minutes of the meetings.?

Each page of every such book shall be initialed 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 –

Type of Meeting Signed by
In the case of minutes of proceedings of a meeting of the Board or of a committee thereof. By the chairman of the said meeting or the chairman of the next succeeding meeting
In the case of minutes of proceedings of a general meeting By the chairman of the same meeting within a 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.
In case of every resolution passed by postal ballot By the chairman of the Board within the 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.

 

Where the Minutes of the meetings are kept?

The minute books of general meetings shall be kept at the registered office of the company or any other decided by the board.

In whose custody the Minutes of the Meetings are kept.?

The minute’s books of the Board and committee meetings 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.

What are the matters not included in the Minutes of the Meetings.?

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.

What are the things mandatorily included in the Minutes of the Meetings, In the case of a meeting of the Board of Directors or of a committee of the Board?

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.

What are the informations contained in the Minutes of the meetings.?

The information to be contained in the Minutes of the Meeting can be divided into general information and specific information which is summarized in the below table.

General Information Specific Information
  • Company Name
  • Serial Number of the Meeting
  • Type of the Meeting
  • Date, Time, and Venue of the Meeting
  • Time at which meeting was concluded
  • Directors attendance
  • Name of the directors physically present or present through electronic mode
  • Name of the Company Secretary
  • Name of Special Invitees, if any
  • Election of Chairman of the Meeting
  • Granting Leave of absence of the director
  • Mode of Attendance of directors
  • Ascertainment of quorum
  • Previous minutes confirmation
  • Noting of Resolution passed by circulation (if any)
  • Any other item for which meeting was conveyed

 

Time Limit for circulation of the Drafts of the Minutes of the Meetings.

  • Within 15 days of the meeting’s conclusion, the draft minutes shall be circulated to all company directors for their comments. The circulation may be made by hand, speed post, registered mail, courier, e-mail, or any other accepted electronic methods.
  • The director whether present or not at the meeting shall communicate their comment within 7 days from the date of circulation thereof, in writing on the draft circulated minutes.
  • However, if any Director communicates his comments after the expiry of the said period of 7 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.

Time Limit to circulate signed Minutes of the Meetings

A copy of the signed Minutes certified by the Company Secretary shall be circulated to all Directors within 15 (fifteen) days after these are signed.
In case, where there is no Company Secretary, signed by any Director authorized by the Board.

Who is authorized to inspect the minutes of the meetings?

  • Directors, Company Secretary, Secretarial Auditor, Statutory Auditor, Cost Auditor, and Internal Auditor can inspect the minutes. However, the members of the company are not entitled to inspect minutes.
  • Extracts of the minutes of the meeting can be given only to the director of the company.

What are the benefits of maintaining the Minutes of the meetings?

  • The minutes kept in accordance with the provisions of the Companies Act and rules made thereunder, shall be evidence of the proceedings recorded therein.
  • Where the minutes have been kept in accordance with Section 118 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.
  • Meeting minutes provide a written record of what was examined and acknowledged at a meeting.
  • Minutes represent the actions of the Board and company leadership and are considered legal documents by auditors, the various government department, and the courts.
  • In case of dispute between the management, the minutes of the meeting work as a legal tool.

What is the penalty for not making the minutes of the Meetings?

Penalty for the Company: Rs 25000

Penalty for Every officer in Default: Rs 5000

If a person is found guilty of tampering with the minutes of the proceedings of the 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 Rs 25000 but which may extend to Rs. 1 Lakh.

 

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