Minutes :
The minutes represent a written record of business transacted at a meeting. It is obligatory for every company to cause minutes of all proceedings of the general meetings, meeting of Board of Directors and other meeting and resolutions passed by postal ballot to be entered in the Minute Book. The minutes of each meeting contain a fair and correct summary of the proceedings. The appointment of officers made at the meeting will have to be included in the minutes.
The provision given in the section 118 of the Companies Act, 2013 deal with the minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot. According to the provision-
(1) Preparation of the minutes of the proceedings of meetings: Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
(2) Contain fair and correct summary: The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(3) Appointments to be included in the minutes: All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) Other details : In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—
(a) the names of the directors present at the meeting; and
(b) 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.
(5) Exemptions to matters from inclusion in the minutes: There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) Absolute discretion of chairman: The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in sub-section (5).
(7) Considered as evidence of the proceedings: The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Minutes signifies the validity of the procedure: Where the minutes have been kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) Matter contained in the minutes shall be circulated: No document purporting to be areport of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.
(10) Adherence of secretarial standards by company: Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.
(11) Default in compliance: If any default is made in complying with the provisions of this section in respect of any meeting, 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.
(12) Tampering with the minutes: If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.
In the case of the meeting of the Board or of a committee thereof, the minutes must contain the names of directors present there at and the names of directors who dissent from or do not concur with the resolution. It, therefore, follows that a director can insist that his dissent be recorded in the minutes of the Board meeting. But the director cannot so insist in the case of a general meeting, as Section 118(4) makes no such provision.
The chairman of the meeting has, however, unfettered discretion on the matter of excluding from the minutes any matter which could reasonable be regarded as defamatory of any person, or is irrelevant or immaterial, or detrimental to the interests of the company (Section 118(5)) .The minutes of the meeting must contain a fair and correct summary of the proceedings thereat. But it is not necessary unless it affects fairness to mention the names of members who participated in such discussion.
Minutes must be entered in the minute book within 30 days of the conclusion of the meeting concerned. They have to be written by hand and typed minutes cannot be pasted in the Minute Book. Ordinarily minutes cannot be kept in loose-leaf system. The Ministry of Corporate Affairs, however, has expressed that it would refrain from taking any action against a company which maintained its minutes in the loose-leaf form provided adequate safeguards are taken against falsification, and loose-leaves are bound in books at reasonable interval. Every page of the book, with pages consecutively numbered, should be initialed or signed and the last page shall be dated and signed: (a) in the case of Board or Committee minutes, by the Chairman of the said meeting or the Chairman of the next succeeding meeting; (b) in the case of minutes of general meeting, by the Chairman of the meeting within the aforesaid period of 30 days of the conclusion of the meeting or in the event of death or inability of the Chairman, by the Director duly authorised for the purpose.
In this context let us consider a concrete case. The chairmen of the Board, having presided over the company’s annual general meeting, left India immediately thereafter. He is likely to come back only after a couple of months, Now how are the minutes to be signed and dated? By virtue of Section 118, minutes of proceedings of general meeting can be signed and dated within a period of 30 days, by a director duly authorised by the Board for the purpose. In the circumstances contemplated by the question, therefore, a Board meeting has to be convened and one of the directors present thereat be authorised to sign and date the minutes of the annual general meeting.
Any such minutes, when kept according to provisions mentioned above, are evidence of the proceedings (Section 118). It has been held in Kerr Vs. Motiram (1940) 1CH 657 that should the articles provide that the minutes signed by the Chairman shall be conclusive evidence without any further proof of the facts therein stated, evidence cannot be led in to contradict the minutes.
A director, who is present at a meeting at which the minutes of a prior board meeting are confirmed, is not thereby made responsible for what was done at prior meeting [Re land Allotment Co. 1894 1 Ch. 615].
According to the rule given on the minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot under the Companies (Management and administration) rules, 2014-
(a) A distinct minute book shall be maintained for each type of meeting namely:-
(i) general meetings of the members;
(ii) meetings of the creditors
(iii) meetings of the Board; and
(iv) meetings of each of the committees of the Board.
Whereas the resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting.
(b) The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting.
(c) 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.
(d) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed –
(i) in the case of minutes of proceedings of a meeting of the Board or of a committee thereof- by the chairman of the said meeting or the chairman of the next succeeding meeting;
(ii) in the case of minutes of proceedings of a general meeting- by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period- by a director duly authorised by the Board for the purpose;
(iii) In case of every resolution passed by postal ballot- by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period- by a director duly authorized by the Board for the purpose.
(e) The minute books of general meetings, shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorised by the board or at such other place as may be approved by the Board.
(f) The minutes books of the Board and committee meetings shall be preserved permanently and kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose and shall be kept in the registered office or such place as Board may decide.
Inspection of minute-books of general meeting: Section 119 of the Companies Act, 2013 provides that the minutes book of general meetings shall be open for the inspection to members subject to such restrictions as the company may impose. The provision says the following-
(1) Maintenance of minutes books and its inspection: 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) Issue of copy of minutes to the member: Any member shall be entitled to be furnished, within seven working days after he has made a request in that 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) Refusal of inspection or furnishing of copy of minutes: If any inspection under subsection (1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified 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.
(4) In case of default: In the case of any such refusal or default, the Tribunal may, without prejudice to any action being taken under sub-section (3), by order, direct an immediate inspection of the minute-books or direct that the copy required shall forthwith be sent to the person requiring it.