Minutes of meetings are essential for recording the activities that take place during various types of meetings, such as annual general conferences, board committees, and other company correspondence. They serve as an official record and can be used in court to establish facts, as 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 minute’s book at the registered office. It is crucial to avoid improper maintenance of the minutes, as the court may consider that 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 in person at the meeting do not need to be recorded; however, for those attending virtually, their names should be documented for the record. 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 chairperson. 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.
Resolution
- 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, 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.
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 chairperson is absent, the next chairperson, who will preside over 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 shall sign the minutes in the chairman’s place.
Conclusion
It is crucial to maintain accurate meeting minutes in accordance with 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.
