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Questions regarding minutes to be maintained

yashsr (CA) (2285 Points)

26 February 2012

Hello,

1) I know that as per Sec 193, every company is required to maintain Minutes of the all the meetings otherwise there can be penalty levied of Rs.500 for every officer responsible for the same... But aren't Minutes an internal document which is never to be submitted to the ROC/MCA? What are the chances of ROC/MCA asking a Company to show its Minutes Book?

2) Which meetings apart from the following are considered for Minutes:

a) Share holders Meetings

b) Board Meetings

c) Meetings of Audit Committee(u/s 292A which is applicable only to a public company with capital >5 lacs)

3) Do Notices and Agendas also a find a place in the Minutes Book or are they kept separate?

4) Do printed Minutes bound together solve the purpose or do we have to hand-write it?

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9 Replies

yashsr (CA) (2285 Points)
Replied 27 February 2012

Also would like to know what would be optimum professional charges for writing minutes of a Company. I know it depends upon the Company, status(private/public), capital, turnover, no. of meetings etc. But what should be the bare minimum according to you?

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 February 2012

Hi,

Generally there is no position in law where a company has to submit its minutes compulsorily with ROC. But in the cases of Investigation against the affairs of the company (Section 234), a copy of minutes may be asked by ROC.

Minutes is a very general term which means recording of proceedings/discussions happened in a meeting. But in law and especially in public and private companies you’ll find Board minutes, General meeting minutes or audit committee minutes (if section 292A applicable).

Notices and agendas are not a part of Minutes Book and they are kept separately. But it is important to prepare and maintained signed copy of Notices and agendas. They may be very helpful at the time of proving the validity of minutes in the court of law.

Yes printed Minutes bound together solve the purpose. Over a period of time
(around 6 months) get them properly bound like a book. Avoid hand written minutes.

Regards

Ankur

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 27 February 2012

1)Under Section 234, ROC may call for an information or explanation and in that connection may ask the company to produce before him for inspection such books & papers as he consider necessary. Further the Companies Act, 1956 provides for investigation of the affairs of companies under sections 235 of the Act. Minutes are the statutory record under the Companies Act, 1956. All the legal provisions of the Companies Act, 1956 , AOA, Secretarial Standards should be taken into account while drafting the minutes. 2) Under Section 193 of the Companies Act, it is the duty of the every company to keep minutes of (a) Every Board Meeting (b) Every Committee Meeting (c)Every General Meeting 3) Notice & agenda are kept separate. 4)printed minutes bound together is sufficient.

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yashsr (CA) (2285 Points)
Replied 05 March 2012

Thank you Ankur and Mitesh for your replies! Much appreciated! :)

yashsr (CA) (2285 Points)
Replied 05 March 2012

Hi again,

We also get a Minutes Book from a Stationery Shop. So how is this actually maintained? Do we take a print on that Minutes Book?

Or is it just better if I just prepare minutes on the computer in MS Word and take a print of it and bound it every 6 months? If yes, please let me know the standard format of such minutes..

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 05 March 2012

You can just prepare minutes in MS Word & take a print on Minutes paper.

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yashsr (CA) (2285 Points)
Replied 05 March 2012

Hello,

So basically do we just have to take SS-5: Secretarial Standard on Minutes released in Sept 2007 as a guideline or is there some other recent standard? The one which I'm mentioning can be found at:

https://www.icsi.edu/WebModules/Publications/ss5.htm

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 05 March 2012

It is simple friend….

Prepare minutes in MS word on the basis of ruf noting.
Take a print out as draft and discuss with your senior and get it finalise.
Minutes book and minutes sheet are available in the market on selected shops.
Take print out of finalise minutes on the minute sheets and fix these minutes in the minutes book.
Present this minutes book in the meeting for chairmans signature.
Keep collecting the minute sheet in the minutes book for 5-6 months.
After a period of 6 month get them bound like a book and put them in safe custody.