Minutes of Meeting

 Minutes

Minutes are the official record of the meetings of a company. These are a summary of the business transacted, discussions held and decisions and resolutions arrived at the meeting.

As per the Companies Act, 1956, every company is required to keep minutes of the proceedings of:

1. Every general meeting.

2. Every meeting of Board of Directors.

3. Every meeting of Committee of Board of Directors.

For this purpose, every company is required to make entries of the proceedings of its meetings in books kept for the purpose within 30 days of the conclusion thereof minutes have to be written by hand and typed minutes cannot be posted in the minute Books. Every page of the book, with pages consecutively numbered, should be initialled or signed and the last page shall be dated and signed : (a) in the case of board committee minutes by the chairman of the meeting or the chairman of the succeeding in meeting, (b) in the case of minutes of general meeting, by the Chairman of the meeting within the aforesaid period of 30 days of the conclusion of the meeting or in the event of death or inability of the Chairman, by the Director duly authorised for the purpose.

The Chairman of the meeting has, however, unfettered discretion on the matter of excluding from the minutes any matter which could reasonably be regarded as defamatory of any person, or is irrelevant or immaterial, or detrimental to the interests of the company.                    

                                                         (Section 193)

Minutes of the meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings, recorded therein.                                           (Section 194)

A director, who is present at a meeting at which the minutes of a prior board meeting are confirmed, is not thereby made responsible for what was done at the prior meeting. [Re Land Allotment Co.1894 1 Ch. 615]

Advantages

1. These serve as the official record of the decisions arrived at the meeting.Once confirmed, these are unalterable.

2. These serve as the evidence of the proceedings and decisions arrived at unless the contrary is proved.

3. They help the members to recall the exact conclusions reached at in previous meetings.

4. Absentee members can come to know about the proceedings.

5. These serve as the history of the company.

Contents of the Minutes

1. Fair and exact summary of proceedings.

2. Appointment of officers made thereat.

Inspection of Minutes Books

The minutes books of the general meetings of a company must be kept at the registered office of the company and be open during business hours for the inspection of any member without charge for at least two hours a day. A member is entitled to be furnished within seven (7) days of his making the request for a copy of minutes on the payment of a prescribed sum which, if refused will be punishable with a fine of Rs. 500 for each offence.

Kinds of Minutes

These can be of two types :

1. Minutes of Resolution: In these, only the resolutions passed at the meeting are recorded and no reference is made to any discussion preceding the resolutions. No mention is made of the movers and seconders of the resolutions; e.g.,Resolved that the resignation of Mr. Lalit Mohan be accepted w.e.f. April 2004.

2. Minutes of Narration : These record the brief discussion and circumstances leading to resolution passed. These are drafted in narrative form like reports; e.g., Mr.J.P. Singh proposed the name of Mr. Atul Sharma as Managing Director and Mr. Narayan Rao seconded it. Resolved that Mr. Atul Sharma be appointed the Managing Director of the company.

It will be completely presented as follows:

(i) The minutes of the meeting held on December 10, 2003 were approved by the board and signed by the chairman.

(ii) Mr. J. P. Singh proposed the name of Mr. Atul Sharma as Managing Director and Mr.Narayan Rao seconded it.

(iii) Resolved that Mr. Atul Sharma be appointed the Managing Director of the Company.

(iv) It was decided that the Finance Manager, Mr. Naresh Dhawan, should,at the next meeting, produce a draft prospectus to be issued in June 2004 for inviting application for shares.

(v) The secretary was directed to call the next meeting on May 10, 2004.

Writing of Minutes

The following points must be considered while writing the minutes :

1. Minutes of each meeting must clearly state the nature of the meeting in the beginning.

2. It should mention the date, time and place of meeting.

3. In case of Annual General Meetings and Board Meetings, the number of meeting (1st, 2nd, 3rd etc.) should be mentioned.

4. The names of all those present and in what capacity and the names of those who are absent must be recorded.

5. Each minute should be numbered for quick reference.

6. Each item in the minutes should be numbered and given a brief heading.

7. The language of minutes should be clear and concise.

8. The tone of minutes should be impersonal.

9. Minutes should be verified, approved or modified in the subsequent meeting.

10. The Secretary should take notes when meeting is going on and should ask for clarifications, if any, needed so that no important information is missed.

11. The Secretary get the minutes' rough draft checked from the Chairman to avoid any possibility of alteration in future.