Minutes of proceedings of General Meetings, Board Meetings and other meetings

*[Notified on 26-03-2014]

1. Every Company shall maintain minutes of every

• General Meeting of any class of shareholders or creditors,
• resolution passed by postal ballot , and
• meeting of its Board of Directors or of every committee of the Board

which shall be prepared and signed within 30 days of the event with their pages consecutively numbered.

2. The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

3. All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.

4. In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—

1. the names of the directors present at the meeting; and
2. 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. If the Chairman of the Meeting is of the opinion that the any matter

1. is or could reasonably be regarded as   defamatory of any person; or
2. is irrelevant or immaterial to the proceedings; or
3. is detrimental to the interests of the company then, it shall not be included in the minutes.

6. 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. The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.

8. 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. No document purporting to be a report 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.Every company shall observe secretarial standards  with respect to general and Board meetings specified by the Institute of Company Secretaries of India.

11.In case of any default with respect to complying with the provisions of this section, 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.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

(1) Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors or of every committee of the Board, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered.

(1A) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed

1. 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;
2. 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.

(1B)In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise.

(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(3) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.

(4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes shall also contain

1. the names of the directors present at the meeting; and
2. in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring in the resolution.

(5) Nothing contained in sub-sections (1) to(4)shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the chairman of the meeting

1. is, or could reasonable be regarded as, defamatory of any person;
2. is irrelevant or immaterial to the proceedings; or
3. is detrimental to the interests of the company.

Explanation: The chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this sub-section.

(6) If default is made in complying with the foregoing provisions of this section in respect of any meeting, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees.

Section 194 – Minutes to be evidence.

Minutes of meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein.

Section 197- Publication of reports of proceedings of general meetings.

1. No document purporting to be a report 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 section 193 to be contained in the minutes of the proceedings of such meeting.
2. If any report is circulated or advertised in contravention of sub-section(1), the company, and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to five thousand rupees