Signing of Minutes of BM

Signing of minutes by the chairman within 30 days from the date of the meeting

Section 193(1A) of the Companies Act, 1956 states that every page of the minutes book shall be signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the chairman of the said meeting.

However, it is not obligatory to wait for the next board meeting in order to have the minutes signed of the meeting already held. Such minutes may be signed by the chairman of the meeting at any time before the next meeting is held.

It cannot be insisted upon that the minutes of the board meeting have to be signed within 30 days. Insistence can be made only as to the writing of the minutes within the period of 30 days from the date of the meeting held.

The Chairman shall exercise an absolute discretion in regard to inclusion or non-inclusion of any matter in the minutes. The Chairman has the discretion to exclude from the minutes any material that, in his opinion is regarded as defamatory of any person; is irrelevant or immaterial to the proceedings; or is detrimental to the interest of the company.

 Penalty for defaults in keeping proper minutes

Section 193(6) provides that if a default is made in complying with the provisions for keeping proper minutes of the Board or general meetings then the company and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to five hundred rupees.

See link for SS 5:-

https://www.icsi.edu/WebModules/Publications/SSONMINUTES(SS5).pdf

Let me tell you the practical aspect:

In case where BM minutes are not signed by the chairman, the court can raise question over the authenticity of the minutes bcoz as per law the minutes should be numbered and duly signed by the chairman of the meeting.

But as minutes are not required to be submitted with any authority on regular basis you may get all the BM minutes signed on the same day complete the requirement.

But old minutes should not be signed in current date. So get them signed as per the time lines given in section 193.

Regards

Richank