Statutory Provisions Section 118 of the Companies Act, 2013 comprehensively provides for minutes of proceedings of general meetings, meetings of board of directors, other meetings and resolutions passed by postal ballot. Section 118 corresponds to provisions contained in sections 193,194, 195 and 197 of erstwhile Companies Act, 1956. It inter alia, provides that every company shall prepare, sign and keep minutes of proceedings of every general meeting, including the meeting called by the requisitions and all proceedings of meeting of any class of share holders or creditors of Boards of Directors or Committee of the Board and also resolution passed by postal ballot within thirty days of the conclusion of every such meeting concerned.
In case of meeting of Board of Directors or of a Committee of Board, the minutes shall contain the name of the directors present and also name of dissenting director or a director who has not concurred the resolution. The chairman shall exercise his absolute discretion in respect of inclusion or non-inclusion of the matters which is regarded as defamatory of any person, irrelevant or detrimental to company’s interest in the minutes. The minutes shall be evidence of the proceedings recorded in a meeting . This section also seeks to provide that every company shall observe secretarial standards with respect to general and Board meeting. It also provides penalty for the company who contravenes the provisions as well as the person who is found guilty of tampering with the minutes of the meeting .
Thus, the requirements of section 118 can be summarized as follows –
- All companies are required to cause minutes of proceedings of meetings (includes one person company)
- Meetings for which minutes are required to be caused are - General meetings of members (includes annual general meetings, extra ordinary general meetings, class meetings) - General meetings of other security holders
Minutes shall contain the following information/ matters – -
Details about meeting such as name of company, serial number of meeting, date, day, time, venue address and type of meeting.
- Time of commencement and conclusion, both shall be mentioned.
- It shall also indicate whether it is an adjourned meeting or meeting was adjourned.
- Quorum and attendance of directors.
- Names of directors present in person and via electronic mode, company secretary in attendance and other invitees/attendees. If some are attending part of the meeting, it shall be disclosed. Names may be in alphabetical order or in any other consistent manner. Nominee director’s names may contain a mention of organization which they represent.
- Election of chairman.
- Details/record of appointments made.
- Details of resolutions discussed/ moved and decisions taken