06 September 2013
What are the procedures in maintaining Minutes of a Private Limited company? Is it necessary that the minutes is hand written? Is it acceptable if we take a printout of the same and paste it in Minutes book, countersigned by Chairman
Minutes may be kept in the loose leaf binders The modern practice is to type out or obtain computerised printing of the minutes in loose leaves and then keep them in a binder. The Department has also confirmed that it has no objection to minutes being kept in that manner. The only precaution that has to be taken by a company is that there should not be any chance for interpolation of the leaves in the books and the minutes book shall have a locking device and its custody should be with a responsible officer of the company, namely the chairman/company secretary. The company should also arrange for the loose leaf binder to be bound into books at regular intervals.
The Department of Company Affairs vide File No. 8/16(1)/61 PR has prescribed that, in certain cases, minutes may be kept in loose leaf binder provided the following conditions are fulfilled:— (i) the pages are serially numbered; (ii) the loose leaves are bound up at reasonable interval, say not exceeding six months; (iii) there should be proper locking device to ensure security and proper control to prevent irregular removal of the loose leaves.
Further, it was prescribed by Departmental Letter No. 10(41)/70-CL, dated 27-5-1971 that section 193(1B) is against the pasting of the minutes in the minute book. Minutes of the general and Board meetings cannot, therefore, be type-written and then pasted in bound minutes book or in loose leaves. Entering of minutes in the bound minutes book by chemical process which does not amount to attachment of any book by pasting or otherwise is permissible provided on the mechanical impression of the minutes, the original signatures of the chairman is given on each page.
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