Important Aspects Related to the Maintenance of Minutes of the Meetings [Section 118]

Key Provisions:

1. Preparation and Maintenance:

   • Every company is required to prepare, sign, and maintain minutes of the proceedings of meetings, including board meetings, general meetings, committee meetings, or resolutions passed through postal ballot.
   • These minutes must be completed within 30 days from the conclusion of the meeting.

2. Content of Minutes:

   • Minutes should detail the Directors present at the meeting, as well as those who assented or dissented during the Board Meeting.

3. Compliance with Secretarial Standards:

   • The company must adhere to all secretarial standards for Board and General Meetings as prescribed by the Institute of Company Secretaries of India (ICSI).

4. Postal Ballot Resolutions:

   • Resolutions passed by postal ballot should be recorded in the minute book as if they had been passed in the General Meetings. This record should include a summary of the scrutinizer's report and the date of entry.

5. Date of Entry:

   • Minutes must be maintained with the dates of entry within 30 days following the meeting's conclusion.

6. Authentication of Minutes:

   • Each page of the minute book should be initialed, and the last page should be signed and dated by:
     • For a Board Meeting: The chairman of the meeting or the chairman of the next meeting.
     • For a General Meeting: The chairman of the meeting or, in the event of his death or inability, by a Director authorized by the Board.
     • For a postal ballot: The chairman of the Board or, in the event of his death or inability, by a Director duly authorized by the Board.

7. Storage and Preservation:

   • Minutes of the General Meetings and Board Meetings should be kept at the registered office of the company, in the custody of the company secretary or a Director duly authorized, and should be preserved permanently.

Secretarial Standards on Minutes:

1. Recording in Specific Books:

   • Minutes should be recorded in books maintained specifically for that purpose.

2. Electronic Form:

   • Minutes may be maintained in electronic form or as decided by the Board. Electronic minutes should be maintained with a timestamp, defined by SS-2 as the current time of an event recorded by a secured computer system to track data activities.

3. Consecutive Numbering:

   • The pages of the Minutes Books should be consecutively numbered. Any blank page or part thereof should be scored out and initialed by the Chairman who signs the Minutes.

4. Binding of Loose-Leaf Minutes:

   • If Minutes are maintained in loose-leaf form, they should be bound periodically based on size and volume.

5. Location of Minutes Books:

   • Minutes Books should be kept at the Registered Office of the company or at another location approved by the Board.

6. Report on E-voting or Postal Ballot:

   • A brief report on the e-voting or postal ballot conducted, including the proposed Resolution, voting results, and the summary of the scrutinizer’s report, should be recorded in the Minutes Book and signed by the Chairman.

7. Accuracy of Proceedings:

   • The Chairman must ensure that the proceedings of the Meeting are accurately recorded.

8. Exclusion of Certain Matters:

   • The Chairman has the discretion to exclude from the Minutes any matters deemed defamatory, irrelevant, immaterial to the proceedings, or detrimental to the interests of the company.

9. Style and Tense:

   • Minutes should be written in the third person and past tense, while Resolutions should be written in the present tense. Minutes do not need to be an exact transcript of the Meeting proceedings.

10. Numbering of Business Items:

    • Each item of business addressed at the Meeting should be numbered.

11. Timely Entry:

    • Minutes should be entered in the Minutes Book within 30 days of the Meeting's conclusion. If a Meeting is adjourned, the Minutes for both the original and adjourned Meetings should be entered within thirty days from the respective Meeting dates.

12. Signing and Dating of Minutes:

    • Minutes of a General Meeting should be signed and dated by the Chairman of the Meeting or, in the event of his death or inability, by any Director present at the Meeting and duly authorized by the Board, within 30 days of the General Meeting.

13. Initialing and Signing by Chairman:

    • The Chairman should initial each page of the Minutes, sign the last page, and append the date and place of signature. Any blank space on a page between the conclusion of the Minutes and the Chairman’s signature should be scored out.

14. Digital Signing:

    • If Minutes are maintained electronically, the Chairman should digitally sign the Minutes.

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Article Compiled by:-

Neel Lakhtariya

(LegalMantra.net Team)

Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.