Minutes
Minutes of Meetings
Statutory record of proceedings of board, committee, and general meetings under Section 118. Must be prepared and signed within 30 days; binding evidence in court.
Minutes are the official, statutory record of the proceedings of every meeting of the Board of Directors, every committee of the Board, and every general meeting of members. Governed by Section 118 of the Companies Act 2013 read with Rule 25 of the Companies (Management and Administration) Rules 2014, and elaborated by Secretarial Standards SS-1 (Board) and SS-2 (General Meetings).
Timing:
- Entered in the minute book within 30 days of the conclusion of the meeting (or in the case of postal ballot / circular resolutions, 30 days from the date the resolution is passed).
- Signed and dated by the Chairperson of the meeting or, in the event of his death or inability, by a director duly authorised by the Board for the purpose.
- Minutes of one meeting must be confirmed at the next meeting of that body (Board / committee / members).
What goes in:
- Date, day, time, venue (or video-conferencing details) of the meeting
- Names of persons present, including those participating via VC
- Quorum compliance and Chairperson identification
- Each resolution passed, summarized accurately
- For each item, the decision taken — including dissent if any director chose to dissent (Section 118(2) — a director's dissent must be recorded if requested)
- For board meetings: notice of interest by directors (Section 184), declarations under Section 164
- For general meetings: poll results, e-voting outcomes, scrutinizer's report
What does NOT go in (Section 118(5)):
- Any matter the Chairperson regards as defamatory of any person, irrelevant, or detrimental to the interests of the company.
Statutory presumptions:
- Section 118(7): Minutes properly kept are evidence of the proceedings recorded therein.
- Section 118(8): Until the contrary is proved, the meeting is deemed duly called and held, all proceedings deemed duly taken place, all appointments deemed valid, when minutes are recorded.
Maintenance:
- Minute books are kept at the registered office.
- Members have inspection rights for general meeting minutes (Section 119).
- Retention is perpetual — minutes must be preserved for the life of the company (and beyond, post liquidation, with the liquidator).
Penalty (Section 118(11)): ₹25,000 for the company; ₹5,000 for every officer in default.
Pitfall: Treating minutes as a one-line summary. Investors and acquirers read minutes in due diligence — they should accurately capture key decisions, dissent, and approvals (with reference to attached resolutions).
Minimum directors required to validly conduct a board meeting under Section 174 — one-third of total strength or two directors, whichever is higher.
Formal decision passed by the Board of Directors. Three types: ordinary, special, and circular — each with distinct procedure and use cases.
ICSI's mandatory standard governing notice, agenda, conduct, and recording of Board meetings under Section 118(10) of the Companies Act 2013.
ICSI's mandatory standard governing AGMs and EGMs — notice, quorum, voting, poll, and minutes. Mandatory under Section 118(10).
Any general meeting of shareholders other than the AGM. Called for time-sensitive special business between AGMs — capital raises, AoA changes, name changes.