Minutes of proceedings of ,meetings u/s 118 of Cos Act,2013

Introduction:

Section 118 of the Companies Act,2013 and Rule 25 of Companies (management and Administation) Rules,2014 deals with the Minutes of Proceedings of General Meeting, Meeting of BoD and other meeting and Resolutions passed by Postal Ballot

Preparation of Minutes:

Every company shall prepare, sign and keep minutes of proceedings of the following meetings/resolutions within 30 days of the conclusion of every such meeting concerned/resolution:

(i) general meetings of the members;

(ii) meetings of any class of shareholders

(iii) meetings of the creditors

(iv) meetings of the Board; and

(v) meetings of each of the committees of the Board.

Resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting.

The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.

In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—

(a) the names of the directors present at the meeting; and

(b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.

The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.

Matters not be included in the minutes:

Any matter which, in the opinion of the Chairman of the meeting,—

(a) is or could reasonably be regarded as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the company

Shall not be included in the minutes.

The Chairman shall exercise absolute discretion in regard to the inclusion or  non-inclusion of any matter in the minutes of the meeting.

Signing of Minutes:

Place of keeping the minutes:

Status in pending Contrary:

Where the minutes have been kept in accordance with this section, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, KMP, auditors or company secretary in practice, shall be deemed to be valid.

Circulation/Advertisement of Document:

A document purporting to be a report of the proceedings of any general meeting of a company shall not  be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.

Observe Secretarial Standards:

Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.

Penalty:

Companies Act 2013 Vs Companies Act,1956:

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In Companies (Management and Administration) Rules,2014, clause  C of Rule 25 is MISSING in the notified rules, the MCA has to clarify whether it is a typo error or it is missed at the time of drafting the rules.