Minutes – Preparation, Contents, Recording, Maintenance, an Entry in Minute’s Book and Signing – An Insight view

[2021] 133 taxmann.com 295 (Article)

Minutes

1. Minutes mean a record of the proceedings of a meeting, containing a fair and correct summary of the proceedings of the meeting. The minutes should spell out as to why, how and what decisions or conclusions were arrived at the meeting held, in relation to each agenda items transacted during the meeting. Minutes are not expected to be an exact transcript of the proceedings of the meeting.

Minutes with reference to a company

2. A company, private, public listed or unlisted and even one person company – all are incorporated under the provisions of the Companies Act. Therefore, all the companies are guided by the provisions of the very same Companies Act under which they are incorporated right from the incorporation to closing of business of the company along with the related rules and also by applicable secretarial standards. In view of the above, the minutes in a company are also governed by the provisions of the Companies Act 2013 since the minutes are proof of happening of a specific event in the company. Whenever, the documents of a company are called for, first and foremost things is that the minutes book is demanded by any department which shows the proceedings of the board / general meetings. Every company is required to maintained the minutes of all meetings – i.e. board meetings, various committee meetings (such as audit committee, nomination and remuneration committee, corporate social responsibility committee, stakeholders relationship committee, asset liability management committee etc) and general meetings i.e. annual general meeting, extra-ordinary general meeting, court convened shareholders / creditors meeting etc.

Minutes maintained by a company are an official and legal record of the proceedings of meetings and the minutes are presumed to be correct and the minutes could be used as legal evidence of the facts in any legal proceedings as they represent the facts of what had happened in a particular meeting.

Governing regulations of Minutes

3. The following are the regulations/provisions which govern the minutes of a company.

(i) Section 118 of the Companies Act, 2013

(ii) Rule 3 of the Companies (Meetings of Board and its Power) Rules, 2014

(iii) Secretarial standard 1 for board / committee minutes

(iv) Secretarial standard 2 for all general meeting minutes

It may be noted that one person company and section 8 companies both are not required to observe secretarial Standards issued by The Institute of Company Secretaries of India.

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