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Minutes of Meeting: A Comprehensive Guide to Records and Maintenance Proceedings


Minutes of meetings are important in recording the activities that take place during different types of meetings, such as the annual general conferences, board committees and other company correspondence. They act as an official record and can be used in court to establish facts because they provide evidence that various issues were resolved during a meeting. This article will discuss the importance of meeting minutes, their contents, and maintenance guidelines as per the Companies Act 2013.

Minutes Book

Importance of a Minutes Book To comply with the Companies Act, 2013:

It is essential to maintain a minutes book at the registered office. It is crucial to avoid improper maintenance of the minutes, as the court may consider meetings were not held. Moreover, the minute’s book should not be pasted on printed paper to ensure its authenticity. It should contain details such as the meeting’s name, place, venue, and the time the meeting commenced.

Recording Details of Participants:

All directors present physically at the meeting need not be recorded, but for those attending virtually, their names should be documented. Additionally, the presence of the company secretary at the meeting should be recorded for accurate documentation.

Election and Quorum

Election of Chairman and Quorum Details:

It should include the details of the election conducted to appoint the chairman. Furthermore, it is essential to record the presence of the quorum during the meeting. If any director leaves the meeting, the reason for their departure must be mentioned.


  • Recording Resolutions: The text of resolutions passed during the meeting should be documented. Additionally, any resolutions from earlier meetings relevant to the current meeting should also be recorded.
  • Director Abstentions: If any director is restrained from voting on an important resolution, his or her name should be documented. Similarly, if a director chooses not to vote on a specific resolution, their reasons for abstaining should be recorded, especially if influenced by fellow members or directors.

Miscellaneous Items

Inclusion of Additional Agenda Items:

If any agenda items were not initially included but were discussed and decided upon with the consent of all directors, they should be considered and recorded.

Signing of Minutes

  • Chairman’s Signature: It should be signed by the chairman present at the meeting. This signing should take place within 30 days of the meeting’s commencement. If the chairman is absent, the upcoming chairman for the next annual general meeting should sign the minutes (in the context of a board meeting).
  • Alternate Signatory: For board meetings, if the chairman is deceased, a person appointed by the directors should sign the minutes in place of the chairman.


It is crucial to maintain the meeting minutes according to the guidelines outlined in the Companies Act. Failure to do so can lead to serious consequences. These minutes serve as valuable evidence that the company has duly passed resolutions.

G.Durghasree B.A.B.L (Hons)

G Durghasree B.A.B.L (Hons) is a registered trademark attorney with extensive experience as an Advocate for a period of 8 years. She possesses expertise in trademark law, including trademark filing and trademark hearings. Additionally, she is skilled in contract drafting and reviewing, providing legal advice and opinions, particularly in the areas of Company Law, Insolvency and Bankruptcy Code (IBC), and Goods and Service Tax Law (GST). Her experience encompasses both litigation and non-litigation aspects of these laws.