Minutes Of Meeting In Company Law: Section 118 & 119
Updated: Oct 3, 2022
What are the Minutes of Meeting?
Section 118 of the Companies acts 2013 deals with the Minutes of the meetings of the company. The term ‘Minutes’ means the official record of the meetings of a company. These are the summary of business transacted, decisions, and the resolutions arrived at the meeting.
Minutes are like a precis, not a narrative.
Put simply, Minutes are a legal document that contains a track record of proceedings of the meeting. It is all about maintaining a chronological record of business transacted, decisions made, and resolutions arrived at the intersection of a company.
Are the minutes of the meeting a legal document?
As mentioned earlier, the minutes are an official and legal record of the board meeting. In a legal field, meeting minutes are considered accurate and can be used as legal evidence of the facts they report.
What are the Types of Minutes of Meeting in Company Law?
GENERAL MEETING
a. Shareholders Meeting
b. Creditors Meeting
2. BOARD MEETING
a. Board Meeting
b. Committee Meeting
3. RESOLUTION PASSED BY POSTAL BALLOT
Rule 3 of the Companies (Meetings of the Board and its Powers) Rules, 2014
The Draft Minutes of the Board Meeting shall be circulated to all the Directors within 15 days of the meeting (Registered Post/Speed Post/Email), and they shall confirm or comment in that draft minutes within seven days.
Minutes Signature
[Companies (Administrative and Administrative Regulation) Regulation 25, 2014]
The beginning or signature of each page of each book and the final page of each meeting process or record of each report. Such books and signed by:
BOARD / COMMITTEE MEETING - Chairman of the said meeting or Chairman of the next Succeeding Meeting
GENERAL MEETING / POSTAL BALLOT - Chairman of the same meeting within 30 days or in case of his death or inability, by a director authorized by the board.
The minutes of each meeting of the Board of Directors or the Board of Directors of the IFSC Public Company / IFSC Private Enterprise shall be prepared and signed at the next Board or Committee meeting or as specified before.
MINUTES NOT TO BE ATTACHED BY PASTING OR OTHERWISE [Sec. 118]
Minutes of the proceedings of a meeting shall not be attached to any such book by pasting or otherwise.
It means that the minutes have to be written by hand.
LOOSE LEAF MINUTES: A company may keep its minutes of meetings in loose-leaf binders provided the following conditions are satisfied.
The pages containing minutes are duly typed and chronologically arranged.
Each page is entailed or signed, and the last page is dated and signed by the chairman.
The loose leaves are bound at a reasonable interval not exceeding six months.
The loose leaves are to be kept under safe custody.
What are the Contents of Minutes of Meeting?
Contains a fair and correct summary of proceedings thereat
Include all appointments of officers made thereat.
Moreover, in case of a meeting of the Board of Directors or its committee, the minutes shall also contain:
The names of the directors present at the meeting
In case of each resolution passed the meetings.,the names of the Directors dissenting from, or not concurring in, the resolution if any.
[sec. 118(2),(3) and (4)]
MINUTES TO BE EVIDENCE
Minutes of the meeting in Company law kept according to section 118 shall be evidence of the proceedings recorded therein if something is not recorded in the minutes that can be proved by proper evidence.
[Section 118 of Companies Act 2013]
Inspection of Minutes Book
Section 119 of the Companies Act 2013 deals with the Inspection of Minutes Book. It states :
1) The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot shall—
(a) be kept at the registered office of the company; and
(b) be open, during business hours, to the inspection by any member without charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection.
2) Any member shall be entitled to be furnished, within seven working days after he has requested on behalf to the company, and on payment of such fees as may be prescribed, with a copy of any minutes referred to in sub. -section (1).
3) If any inspection under sub-section (1) is refused, or if any copy required under sub-section (2) is not furnished within the specified time therein, the company shall be liable to a penalty of twenty-five thousand rupees, and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each such refusal or default, as the case may be.