Minutes of Meetings
Minutes of meetings play a crucial role in documenting the proceedings of various types of gatherings, including annual general meetings, board meetings, and other company meetings. They serve as an official record and can be used as evidence in legal proceedings, providing concrete proof of resolutions passed during a meeting. In this article, we will explore the significance of minutes of meetings, their contents, and the proper maintenance guidelines as per the Companies Act 2013.
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 minute’s book, 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:
The minutes of the meeting 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.
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.
If any director is restrained from voting on an important resolution, their 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.
4.1 Inclusion of Additional Agenda Items:
If there are any agenda items that were not initially included but were discussed and decided upon with the consent of all directors, these should be considered and recorded in the minutes of the meeting.
Signing of Minutes
The minutes of the meeting should be signed by the chairman present at the meeting. This signing should take place within 30 days of the meeting’s commencement. In case the chairman is absent, the upcoming chairman for the next annual general meeting should sign the minutes (in the context of a board meeting).
For board meetings, if the chairman is deceased, a person appointed by the directors should sign the minutes in place of the chairman.
Maintaining the minutes of meetings in accordance with the guidelines outlined in the Companies Act is crucial. Failure to do so can lead to serious consequences. These minutes serve as valuable evidence that resolutions have been duly passed by the company.