Minutes Under Section 118 of companies Act 2013
Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting.
Minutes- Section- 118 of Companies Act 2013
Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting.
A. PROCEDURE OF MAINTENANCE OF MINUTES:
- Minutes shall be recorded in books maintained for that purpose.
- A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees.
- Minutes in electronic form shall be maintained with Timestamp.
- A company may maintain its Minutes in physical or in electronic form with Timestamp.
- Every company shall, however, follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorized by the Board.
Conditions:
- Minutes shall not be pasted or attached to the Minutes Book or tampered with in any manner.
- Pages of Minutes Book:
- The pages of the Minutes Books shall be consecutively numbered.
- This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp.
- In the event 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.
- Binding of Minutes: If maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
- Place of keeping of Minutes:
- Minutes of the Board Meeting shall be kept at the Registered Office of the company or
- At such other place as may be approved by the Board.
B. CONTENT OF THE MINUTES:
The content of the Minutes is divided into two parts:
I. General Content
II. Specific Content
I. General Contents: General Contents include the following below given:
a) State at Beginning: At the beginning, minutes shall state the followings:
- The serial number
- Type of the Meeting
- Name of the company
- Day, date, venue and time of commencement of Meeting
- A conclusion of the Meeting
b) Person Presents:
- Names of the Directors present physically
- Names of the Directors present through Electronic Mode
- The Company Secretary who is in attendance at the Meeting
- Invitees, if any, (including Invitees for specific items)
Important:
- The name of the director starting with the name of the person in the Chair.
- The names of the Directors shall be listed in alphabetical order but a name of Chair at first.
- The name of invitees in the capacity in which an Invitee attends the Meeting.
- In the case of invitee attend on behalf of an entity, the name of the entity such Invitee represents and the relation, if any, of that entity to the company, shall also be recorded
E. ENTRY IN THE MINUTES BOOK:
a) Time Period for Entry:
Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.
In case of adjourning Meeting:
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.
b) Record of Entry in Minutes Book:
- The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.
- Where there is no Company Secretary, it shall be entered by any other person duly authorized by the Board or by the Chairman.
c) Record of Entry in Minutes Book:
- Minutes, once entered in the Minutes Book, shall not be altered.
- Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered.
d) Signing and Dating of Minutes:
♠ Who is authorized to sign Minutes?
- Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
- Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting.
♠ How to Sign Minutes?
- The Chairman shall initial each page of the Minutes,
- Chairman will sign the last page
- The Chairman will mention Date
- The Chairman will mention Place
♠ If minutes are prepared in electronic mode then how they will get sign?
If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally`
♠ Alteration in the Minutes after Signature:
Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard.
♠ Time period for circulation of Signed Minutes:
A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorized by the Board shall be circulated to all Directors within 15 (fifteen) days after these are signed
F. INSPECTION AND EXTRACTS OF MINUTES:
INSPECTION
♠ Who can inspect the Minutes of Board Meeting and Committee Meeting?
- DIRCTORS” can inspect the Minutes.
- Company Secretary in Practice appointed by the company
- Secretarial Auditor,
- the Statutory Auditor
- the Cost Auditor
- the Internal Auditor of the company
♠ Member of the Company is not entitled to inspect the Minutes Books.
EXTRACT
♠ Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book.
♠ Certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting.
{If a company is passing any resolution with the reference of earlier resolution then give reference of earlier pass resolution in new resolution}.
♠ Who can get the extracts of the Minutes of Board Meeting and Committee Meeting?
Only “DIRECTORS” can inspect the Minutes
G. PRESERVATION OF MINUTE BOOKS:
Duration for Preservation:
Minutes books shall be preserved PERMANENTLY, whether in Physical or Electronic form.
H. PRESERVATION OF NOTICE/AGENDA & NOTES:
a) Duration of preservation:
Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later.
b) How to destroy:
Maybe destroyed thereafter with the approval of the Board
I. CUSTODIAN OF MINUTES BOOK:
- Company Secretary
- Where there is no Company Secretary, Any director duly authorized by the Board for the purpose.
{If there is No CS, Companies required passing a Board Resolution to authorized any director of the company to preserve the Minutes Book}.
J. MAJOR COMPLIANCE’S RELATING TO MINUTES:
- The Annual Report and Annual Return of a company shall disclose the
- Number and
- Dates of Meetings of the Board and Committees held during the financial year
- The Annual Report and Annual Return of a company shall indicate the number of Meetings attended by each Director
REPORTING OF MINUTES OF MEETINGS
Meeting minutes reflect the actions taken during a business or organizational meeting. Minutes are recorded by an organization’s secretary and become an essential part of the organization’s records. In fact, meeting minutes can be considered a legal document by courts and government agencies. The purpose of meeting minutes is to describe the actions taken by meeting attendees. Meeting minutes should describe what was done at the meeting. Meeting minutes should not be signed or finalized until they have been presented at the next meeting and approved by the parties in charge of the meeting, such as the board of directors or executives leading the meeting.
IMPORTANCE
- Minutes of the meeting offer you legal protection.
- Minutes provide structure.
- Minutes push the team in action.
