"Minutes" Under Section (118 to 122)
Key Points:
1.Meaning of Minutes of Meeting.
2. Statutory Provisions Regarding Minutes.
3. Contents of Minutes.
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Minutes Under Section (118 to 122):
1.Meaning of Minutes of Meeting:
Minutes of meeting have nothing to do with time. It
has come from Latin word ‘minuta scriptura’ that means ‘Small Notes’. i.e. Minutes
are notes which are recorded in any meeting.
The details recorded in the form of notes contain
discussions and decisions taken in the meeting. Minutes work as a base for
future reference. It is a legal document.
This is separate register to take notes which is known
as 'Minute Book'.
Every meeting like shareholders meeting, Board meeting,
Creditors meeting etc. should have different Minutes Books.
2. Statutory Provisions Regarding Minutes:
(i) Compulsory - Within 30 days. Register should be
serially numbered.
(ii) Signature – (a) Sign on every page and at last
page, signature with date.
(b) In board meeting or committee of board meeting,
signed by Chairman.
(c) In case of AGM, within 30 days by Chairman. But if
Chairman becomes physically disabled or in case of death, any person authorized
by board may sign.
(iii) Not to attach /paste /annex /staple the minutes
in register.
(iv) Correct and suitable summary.
(v) Mention of appointment of officers.
(vi) Inappropriate details not to be written.
(vii) Attendance - Information about absent members.
(viii) Legal Proof.
(ix) Penalty - Up to ₹ 5000 on company and every
officer.
(x) Publication of ATR.
(xi) Inspection of Minutes book of General Meeting –
(a) Keep in registered office.
(b) Open for inspection of member for at least 2 hours
daily free of cost.
(c) Any member, by submitting application, copy of
minutes may receive subject to prescribe charge. Copy must be given within 7
days.
(d) If any member is prohibited to inspect the minute
book or does not receive copy within 7 days, the company and every defaulting
officer may be punished with penalty.
(e) If company prohibits any member or does not
provide minutes copy within 7 days, the member may file a suit in court.
3. Contents of Minutes:
(i) Type of minutes e.g. AGM, EGM, Board of Directors
meeting etc. along with date, time and place.
(ii) Names of Chairman, Directors present, Secretary,
Auditors etc. in case of AGM, number of members present.
(iii) Resolution passed.
(iv) Names of directors against the resolution in case
of Board meeting.
(v) Decisions in order as given in Agenda.
(vi) Resolution which could not be passed.
(vii) Objectives raised by members and decision of
chairman in this respect.
(viii) Names of members boycotted the meeting.
(ix) Names of members who were given permission to go
out of meeting room.
(x) Names of members forcibly expelled.
(xi) Names of appointed officers and employees.
(xii) Number of votes in favour and against the
resolution.
(xiii) Instructions given by the members to directors
and secretary etc.
(xiv) Signature of Chairman with date.
