• Divyanshita Singh

Section 119: Inspection of Minutes Book of General Meeting

Updated: Oct 17


Section 119: Inspection of Minutes Book of General Meeting

Under the Companies Act of 2013, a company is a legal entity that has been incorporated through the proper process of company registration. The company's affairs are managed by the board of directors, which serves as the company's governing body. Many statutory powers and rights are also granted to the company's stakeholders, members, and debenture holders, as well as other key management personnel. Members have the right to check and inspect records, including the minute's book of general meetings, under section 170 of the Companies Act, 2013. This ensures that the company's financial records and registers are kept up to date and that corporate governance provisions are followed.

What are the minutes’ books, and how can we define it?

A meeting's minutes book is an official record of the meeting's proceedings as conducted by a company. These are assumed to be a legal record of the meeting and can be used to establish facts. Section 118 of the Companies Act of 2013 defines the term "minute" as follows:

“[118. (1) Every company shall cause minutes of the proceedings of every general meeting of any grade of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every board of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the windup of every such meeting concerned, or passing of a resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.]”

Any meeting minutes book kept by a company should include a fair and accurate summary of the entire meeting's proceedings. It usually summarises the entire meeting, including how, why, and to what conclusion members of the meeting have arrived in terms of business transactions or the meeting's agenda. Furthermore, according to the rules and regulations, every company must keep and preserve the minutes of all meetings in its records.

What does the Minutes book of meeting include?

Once the meeting is over, it's important to make a meeting minutes book, which should include the following:

Once the meeting is over, it's important to make a meeting minutes book, which should include the following:

1. Details about the meeting's date, time, and location

2. Include the agenda for the meeting.

3. The meeting's quorum

4. Details about the meeting's current members or personnel

5. Any changes to previous meeting minutes that need to be made

6. Any resolution that has been passed or is about to be passed, or that has been rejected

7. The different types of voting and how they affect the outcome

8. Following the meeting, there will be several major steps to take.

9. Details on the adjournment of certain matters

10. Any new company's incorporation or inclusion

11. There was an open discussion.

12. The next meeting's date and time

What is the important abstract of the Minutes book of general meetings?

Section 118 of the Companies Act, 2013[1] describes important extracts relating to minutes of general meetings and other board meetings. According to Section 110(10), every company must adhere to secretarial standards in all general and board meetings, as prescribed and approved by the federal government. As a result, certain provisions have been mentioned emphasizing a company's Minutes book, such as:

1. All general meetings held by a company must be documented in minutes. And the minutes must be kept and preserved according to the rules.

2. Every meeting's minutes should be fair and accurate because they are a summary of the entire meeting.

3. Any appointments made during the meeting should be recorded in the minutes.

The minutes should include information such as the name and contact information of each director present at the meeting. If a resolution is passed during a meeting, the number of directors voting in favor or against the resolution is recorded.

4. Meeting abstracts should not include any incident that, in the opinion of the meeting chairman, is defamatory to any person, is immaterial or irrelevant to the meeting agenda, or is harmful to the company's interests.

5. As per the provisions of subsection (5) of said section, the chairman of the meeting has the authority to add or remove any matter from the meetings. Minutes will be considered legal evidence of the meeting and can be presented to any authority.

6. Unless proven otherwise, the meeting will be considered duly called and held if the minutes' book is kept and recorded in accordance with sub-clause (1).