Minutes

Minutes are the official written record of the proceedings, discussions and resolutions passed at a company's board meetings, committee meetings and general meetings. Under Section 118 of the Companies Act, 2013, every company must enter the minutes of each meeting into a dedicated minutes book within 30 days of the meeting's conclusion, and once properly kept they serve as legal evidence of what was transacted.

Legal basis

Section 118 governs the preparation, signing and evidentiary value of minutes, read together with the ICSI Secretarial Standards SS-1 (board meetings) and SS-2 (general meetings), which are mandatory under Section 118(10). By virtue of Section 118(7), minutes kept in accordance with the section are evidence of the proceedings recorded in them.

How it works

• Pages of each minutes book are consecutively numbered; separate books are maintained for board, committee and general meetings.
• Board and committee minutes are dated and signed by the chairman of that meeting or of the next succeeding meeting.
• General meeting minutes are signed by the chairman of the same meeting within 30 days, or, on the chairman's death or inability, by a director authorised by the Board.
• Minutes must exclude defamatory, irrelevant or immaterial matter under Section 118(5), over the inclusion of which the chairman exercises absolute discretion under Section 118(6).

Inspection and penalties

Under Section 119, minutes of general meetings are kept at the registered office and are open to inspection by members free of charge, with copies furnished within seven working days of a request on payment of prescribed fees. Default in maintaining minutes attracts a penalty of Rs 25,000 on the company and Rs 5,000 on every officer in default; tampering with minutes is punishable with imprisonment of up to two years and a fine.