Minutes book in loose leaves

Meetings 8304 views 8 replies

ArchAngel

Corporate Affairs Enthusiast

118 Points Joined April 2011

Dear Experts,

It is almost 5 years since our Pvt Ltd, company is incorporated.

We have been performing regular board meetings and the keeping minutes professionally drafted in loose leaves and kept that in professional binder.

The entire minutes are drafted by our company secretary(who is well experienced).

When I checked the rules about maintaining the minutes in loose leafs, I saw that the pages should be serially numbered.

On the minutes book, we print the minutes after drafting it in the computer, on both the sides of the paper

We have around 25 meetings held, and there are around 65 pages for all these minutes together. We keep the serial numbering on the top of the page.

What I noticed is that, the numbering is actually missing in every starting page of the minutes. That means it is missing in 25 pages, as like in regular english books, the pages won't be numbered in the beginning of each chapter.

The reverse side of the page, anyway is numbered properly, adding the missing count.

so the page numbering is as follows.

starting of 1st minute page(no number),2, starting of second minute(no number), 4,5 etc

I hope I am able to explain my problem.

Now is it fine to keep the minutes numbering such a way? Will there be any legal hurdles? When I asked that to my CS, he said it is all ok and generally minutes are numbered like that only. Is it?

Except the signature of the chairman, everything else, including the numbers are computer printed.

So I am not sure, whether it is fine now to fill in the numbers in the missing pages at this point of time with pen.

My concern is that, will it affect the validity of the proceeding of the meetings?

Please let me know your views.

Thanks,

ArchAngel.

Replies (8)

praveen

Chartered Accountant

6971 Points Joined September 2007

First of all i would like to congratulate you because you have been maintaining regularly the minute books. There are a whole lot of companies (even public limited companies) which neither hold the meetings nor keep the statutory books updated.

See the whole intention of the companies act on numbering the loose leaf form of minute books is to reduce any frauds that might take place.

If you are able to explain that the numbering pattern is like this, then there should not be a problem.

Parashar

Company Secretary 2004

1018 Points Joined April 2009

Minutes can be maintained in loose leaf, but they must be binded within a reasonable time, this reasonable time is not defined under the companies act, generally it is said it should be six months. Regarding numbering there is no problem in such numbering.

ArchAngel

Corporate Affairs Enthusiast

118 Points Joined April 2011

Dear Praveen, Parashar,

Thank you for your reply. The number missing in one side of some pages can easily be understood I guess. There are no paper in the book, which has no number in either sides of the paper. So the serial numbering can be easily understood when the book is considered as a whole, though it is missing is some of the pages(ie, the first pages of each minutes).

Only thing I am concerned is that, if it is a statutory requirement to keep the number in each and every pages of the minutes, then there are some pages when it is considered individually, missing the numbering.

Could you please let me know your thoughts.

Thanks,

ArchAngel

Corporate Affairs Enthusiast

118 Points Joined April 2011

Dear Experts,

https://cacscorporatelaw.blogspot.com/2011/03/preparation-of-minutes-under-companies.html

this is the page where I saw the minutes pages need to be serially numbered. Is it a mandatory requirement or just a guideline?

Thanks,

ArchAngel.

CS RAJESH C.CHOUDHARY

ASSISTANT MANAGER

14607 Points Joined July 2011

This is not mandatory rather this is a guideline which should be adehred to but if the record otherwise is complete then nothing to worry.

ArchAngel

Corporate Affairs Enthusiast

118 Points Joined April 2011

Rajesh,

Thank you for your reply. But could you please kindly clarify the point because I do not understand that fully.

As per my knowledge the minutes are perfectly drafted, except the numbering. In a case of any dispute or so, will the numbering cause any problem to the validity of the proceedings?

Thanks and Regards,

ArchAngel

CS RAJESH C.CHOUDHARY

ASSISTANT MANAGER

14607 Points Joined July 2011

Dear ArchAngel,

Since Minutes books not signed by the Chairman, the alteration may be made and initialed by the chairman.

ArchAngel

Corporate Affairs Enthusiast

118 Points Joined April 2011

Dear Rajesh,

Thank you for your reply. But the issue is that, we already have 25 meetings held and all the minutes are signed by the chairman of the meeting. Only thing we recently noticed is that our minutes book followed such a pattern of numbering.

Can anybody advice me on this, whether we can keep the minutes so, or should be some how prepare all the minutes again from scratch? As the later one is not easy and practical, could you please advice?

Thanks,

ArchAngel