MINUTES OF MEETING UNDER COMPANIES ACT, 2013

It is very important in corporate governance that proper documentation of decisions taken during meetings shall be done. Minutes are records maintained by a company.

Maintaining Minutes is a statutoryrequirement under the Companies Act, 2013. It serves official evidence of discussions, decisions, and resolutions passed during meetings of the Board of Directors and Shareholders.

The CompaniesAct, 2013 does not provide a clear definition of Minutes but some legal provisions were inserted in Section 118 related to minutes.

However, It can be understood as per secretarial standards issued by Institute of Company Secretaries of India (ICSI) which states that Minutes referred to “A written record of the proceedings of a meeting containing a fair and correct summary of discussions and decisions taken during the meeting.”

Legal Provision for Minutes

Section 118 of the Companies Act, 2013governed theprovisions of Minutes, As per this section every company must prepare, sign and maintain minutes of meetings and it must be entered in minute books within 30 days of the meeting also it must be recorded for:

Board Meetings
Committee Meetings
General Meetings

Types of Minutes

Board Meetings

In the this book of board meeting the decisions of Board of Directors related to company’s operations , policies, and management were recorded. For example: Approval of financial statements, Borrowing decisions, Appointment of key managerial personnel, Approval of loans or investments.

Committee Meetings

Committees such as Audit Committee , Nomination and Remuneration Committee, CSR Committee must also maintain minutes of their meetings.

General Meetings

The proceedings and decision of General meeting such as Adoption of financial statements, Appointment of auditors, Declaration of dividends etc. were record in minute boo

The company hold General meetings such as :

Annual General Meeting (AGM)
Extraordinary General Meeting (EGM).

As per Section 118 of the Companies Act, 2013, the Minutes should contain the following :

It contains Basic Details such as:
- Type of meeting (Board Meeting / AGM / EGM),
- Day, date, time, and venue of the meeting.
Attendance shall be included which contains
- Names of directors or members present.
- Names of invitees or special attendees
- Names of Proxies.
It shall contains name of the person who chaired the meeting (chairman).
It shall contain the Quorum as it gives confirmation that required quorum was present.
Agenda shall be included in the records as it describes matters discussed during the meeting.
The details of Resolutions proposed, discussed, and approved shall be included in Minutes.
Minutes contain method and results of Voting.
In case any director or member disagrees or abstains on any resolution then it may also be recorded.
It also contain Time of Conclusion of meeting.

Preparation of minutes

Company Secretary of the company has the responsibility of preparing. If the company does not have a Company Secretary, the Chairman of the meeting or any person authorized by the Board may prepare the minutes.

Responsible persons for preparing minutes are :

Company Secretary
Chairman of the Meeting
Officer of the company authorize by Board.

Time Limit

The Companies Act, 2013 andThe Institute of Company Secretaries of India through Secretarial Standards prescribe that :

It must be prepared and entered within 30 days of conclusion of the meeting
It should be signed by the Chairman of the meeting or by the Chairman of the next meeting
It become a permanent record of the company once it has been entered in record book. And it shall be kept at Registered office of company or any such other place as approved by board.

Finalisation and Circulation of minutes

After the meeting concludes, the Company Secretary or any person authorized by the Board is responsible for preparing the minutes of the meeting and submit with the Chairman for review.

The draft must be shared with all directors within 15 days from the date of the meeting. This can be done through hand delivery, speed post, registered post, courier, email, or any other recognized electronic mode. All directors, whether they attended the meeting or not, are required to provide their comments, if any, within 7 days of receiving the draft. In case director does not comment on draft drafts shall deemed have to approve by directors.

Recording

To ensure authenticity and reliability certain procedural requirements have to be followed while recording records in the book .

Rules for recording Minutes are :

Minutes must be entered within 30 days of meeting.
Clear and concise language contain in minutes.
They should be subsequently numbered
They must besigned and dated by the Chairman
Minutes cannot be altered once signed.

Importance of Minutes

It acts as legal Evidence of decisions taken by the company.
It helps build transparency in decision-making.
It provides reference for future meetings.

Penalty for non compliance

Section 118(11) of the Companies Act, 2013 prescribe penalties for non compliance :

Failure to Maintain: If a company fails to prepare, record, or maintain minutes of meetings then:
- Company shall be punishable with penalty of ₹ 25000
- Officer in default shall be punishable with penalty of ₹ 5000
Tampering with: If any person alters or tampers the Minutes then they shall be punishable with:
- Imprisonment of upto 2 years
- Fine: Minimum ₹25,000 and may extend up to ₹1,00,000

Conclusion

It is not just a formal record they are legal tool to enhance transparency and accountability in decision making.

Well drafted minutes are the evidence of proceedings of meeting and protect the interest of company and stakeholders. Therefore, every company is liable to prepare and preserve for effective management.

Specimen Draft of Minutes

1. Draft Minutes of Board Meeting (BM)

FOR _________(COMPANY)

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS FOR F.Y.______

MINUTES OF THE ______ BOARD MEETING OF ______ LIMITED HELD ON ___DAY, ___DATE AT ITS REGISTERED OFFICE SITUATED AT ______AT ___ A.M. AND CONCLUDED AT ___ A.M

PRESENT:

_______ (Chairman)

_______ (Director)

1. CHAIRMAN

Mr./Ms. _____(Name) was elected as the Chairman of the meeting.

2. QUORUM

All the Directors were present therefore requirement of adequate quorum as per section 174 was fulfilled and the meeting was started.

3. LEAVE OF ABSENCE

Leave of absence was granted to Mr./Ms._____(name of director), Director, who expressed inability to attend the meeting.

4. CONFIRMATION OF MINUTES

The minutes of the previous Board Meeting held on ______(Date) were placed before the Board and confirmed.

5. AGENDA ITEMS

5.1 _______________

5.2 _______________

5.3 _______________

6. VOTE OF THANKS

There being no other business, the meeting concluded with a vote of thanks to the Chair.

Certified True Copy

For __________(Company Name) Ltd.

_____________(Name of CS/ director)

Company Secretary/Director.

2. Draft Minutes of Annual General Meeting (AGM)

MINUTES OF THE ANNUAL GENERAL MEETING

Name of the Company: ________

Day & Date: ________

Time: ________

Venue: ________

PRESENT:

Members present___________ (in person / proxy)

Directors present___________

Auditor (if present)__________

1. CHAIRMAN:

Mr./Ms. ________ took the Chair.

2.QUORUM:

All the Directors were present therefore requirement of adequate quorum as per section 174 was fulfilled and the meeting was started.

3.LEAVE OF ABSENCE:

Leave of absence was granted to members, if any.

4.NOTICE:

The Notice convening the meeting was taken as read.

5. ORDINARY BUSINESS

1.1 Adoption of Financial Statements
“RESOLVED THAT ______

1.2 Declaration of Dividend (if any)

“RESOLVED THAT ______

1.3 Appointment / Re-appointment of Director

“RESOLVED THAT ______

1.4 Appointment of Auditor
“RESOLVED THAT ______

6. SPECIAL BUSINESS (if any)

7.VOTE OF THANKS:

The meeting concluded with a vote of thanks.

Signed
Chairman

MINUTES OF MEETING UNDER COMPANIES ACT, 2013