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Minutes Books

ROC Minutes Books

What is Minutes Books?

Minutes of meeting should be kept in a minutes book maintained for that purpose at the registered office of the company or at a place approved by the Board of Directors. The law prohibits pasting of Minutes in the Minutes Book and hence Minutes cannot be type-written and then pasted in bound Minutes Book or in loose leaves. Minutes should also not be printed on a piece of paper, whether on letter-head or any other paper, and pasted in the Minutes Book. It is with a view to maintaining the integrity and evidentiary value of Minutes. If minutes book is maintained in loose-leaf form, it should be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.

Courts have invalidated Board Meetings in the past when minutes are not recorded in a proper book as per Companies Act, 2013. Hence, a minutes book should be distinctly kept and maintained for different meetings such as Meetings of the Board and Meetings of various Committees of the Board.

Who has to maintain?

Under Section 118 of Companies Act, 2013 every Company is required to cause the minutes of the proceedings of every:

  1. General Meeting of any class of shareholders or creditors;
  2. Resolution passed by Postal Ballot;
  3. Meeting of Board of Directors or committee of the Board

Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions: Company should maintain the minutes of proceedings of General Meetings, Board meetings and other meetings.  It is specifically provided in this new section that while  recording  these  minutes,  the  company  shall  observe  the  “Secretarial  Standards” in this respect, issued ICSI as approved by the Central Government – AGM, Board d,EGM and Other Committee Meetings

When has to be done?

In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutinizer’s report shall be entered in the minutes book of general meetings along with the date of such entry within thirty days from the date of passing of resolution.

Points to be kept in Mind while Drafting Minutes:

  • It shall contain a fair and correct summary of the proceedings.
  • All appointments made at any of the meetings shall be included in the minutes of the meeting.
  • In case of minutes of Board Meeting or committee of the Board, the minutes shall include the names of the directors present in the meeting and 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.
  • Every company is required to observe the Secretarial Standards with respect to General or Board Meeting. (which are yet to notified by the Central Government)