MEANING OF MINUTES
The term 'minutes' means a written record of proceedings or happenings of a meeting of any Company kept in pursuance of the companies act, 1956. Minutes contain a date, time, venue and mention about persons attended the meeting concerned, confirmation of minutes of previous meeting, decisions taken at the meeting, discussions held, voting on resolutions, etc.
Minutes may also be defined as the written record of the business transacted at the meeting.
STATUTORY POSITION
Section 193 imposes a statutory obligation on every company whether, public or private, to keep minutes of all proceedings of every meeting of the company.
KIND OF MINUTES
Minutes can be classified into the following three types based on the kind of meeting to which they relate:—
(i) Board Meetings Minutes
(ii) Board’s Committee Meetings Minutes
(iii) General Meetings Minutes
HEADING OF THE MINUTES
Minutes should start with the name of a company and it shall state the time, date, place, type of meeting, a record of the name of the members present in the meeting, etc. Minutes should contain summary of the discussions held leading to the resolution.
Have a look at an example:
'MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF RELIANCE INDUSTRIES LIMITED HELD ON MONDAY, JUNE 25, 2011, AT THE REGISTERED OFFICE OF THE COMPANY, AT ___address__________AT 02.30 P.M.'
MINUTES IN THE LOOSE LEAF BINDERS
In present scenario what is followed is to type the minutes and take print of them and kept them in loose leaves form and later on bind them. The Department has also no objection to this practice. The only condition is that the minutes book shall be kept with a responsible officer like chairman or company secretary.
DCA CLARIFICATION
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.
SIGNING OF MINUTES
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.
PLACE FOR KEEPING THE MINUTE BOOK
The minutes book must be maintained and kept at the registered office of the company. However minutes book may be kept at any other place within the city, town or village in which the registered office of the company is situated if:—
(i) such other place has been approved by a special resolution passed by the members in general meeting, and
(ii) the ROC has been given in advance a copy of the proposed resolution electronically in an e-Form 23.
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.
PUBLICATION OF MINUTES
Minutes are private record of proceedings and therefore, cannot normally be published. Refer Section 197 of the Companies Act, 1956. If any report is published in contravention of the above provisions 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 thousand rupees.
Thanks
RG
CAclubindia
