What must the minutes of a meeting record?
The minutes of a meeting record a fair and correct summary of the proceedings. Section 118 requires every company to prepare and sign minutes of its general meetings, its board meetings, its committee meetings, and every resolution passed by postal ballot, and to enter them within 30 days in a minute book whose pages are consecutively numbered. The record is of the meeting that happened. It is not a blank format.
Which proceedings are recorded?
The book covers a general meeting, including an annual general meeting and an extraordinary general meeting, a meeting of a class of shareholders or of creditors, a meeting of the board, and a meeting of a committee of the board. A resolution passed by postal ballot is entered in the same way. Board minutes and general-meeting minutes are kept in separate books. A private company keeps these minutes. That answer, including a one-director one person company, is on the private-company minutes page.
A section 8 company is different. Section 118 does not apply to it, except where the articles require the minutes to be confirmed by circulation, in which case they are recorded within 30 days. That exemption is on the section 8 meetings page.
What does the record contain?
The minutes name the company and the meeting, state the date, time, and place, and name the directors or members present and those who were granted leave of absence. They record the quorum, the resolutions, and the decisions. Where a director or a member dissents or abstains, the minutes may record that fact. They are a summary. The Act does not require a transcript or a timestamp on each sentence.
The company secretary prepares them where the company has one. If it does not, the chairman of the meeting, or another person the board authorises, prepares them. The secretarial standard approved for board meetings asks that a draft be sent to every director within 15 days of the meeting, and that comments come back within seven days. The Act’s own requirement remains the signed book within 30 days.
When are the minutes signed?
The minutes are entered within 30 days of the conclusion of the meeting, or of the passing of the postal ballot. They are signed and dated by the chairman of that meeting or by the chairman of the next meeting. Once signed, the pages are not rewritten. A correction is taken at a later meeting and recorded in the minutes of that later meeting. If the section is not complied with for any meeting, the company pays a penalty of ₹25,000 and every officer in default pays ₹5,000. A person who tampers with the minutes is punishable with imprisonment for a term of up to two years and with a fine of not less than ₹25,000 and up to ₹1 lakh.
Frequently asked questions
Four questions cover a blank format, a later correction, a private company, and the penalty.
Is a blank format the minute?
No. The minute is the fair and correct summary of the meeting that was held. A sheet of blanks is not that record.
Can signed minutes be rewritten?
No. A later correction is a decision recorded in the minutes of a later meeting. The signed pages are not rewritten.
Does a private company keep minutes?
Yes. Section 118 applies to a private company. The separate page on private-company minutes states the books, the signature, and the one-director OPC.
What is the penalty?
If the section is not complied with for any meeting, the company pays ₹25,000 and every officer in default pays ₹5,000. Tampering with minutes is a separate offence, with imprisonment of up to two years and a fine of ₹25,000 to ₹1 lakh.
Sources
Minutes are section 118 of the Companies Act, 2013. The pages are consecutively numbered and the minutes are kept within 30 days. A section 8 company has a narrower duty, stated on its meetings page.