Minutes of meetings of board of directors and shareholders

Minutes are the official record of the proceedings of a meeting. It is mandatory for every company like private limited and public limited company is to keep books containing the minimum of proceedings of :

(a) meetings of board of directors

(b) meetings of committee of directors

(c) meetings of members called general meetings of shareholders

Minutes of general meetings

The minutes book containing in the meetings and shall be kept at the company registration office. But the minutes book relating to the meetings of the board of directors or committees thereof may be kept either at the registration office or at some other convenient place. There is no statutory requirement regarding this and it is left to the company decide where its board minutes book shall be kept. It is often found that in order to meet the exigencies of business, the corporate office of the company functions from a place of its registration office and in such an eventuality.

Numbering of each page of minutes

The minutes books shall be serially numbered and each page of recorded minutes must be initialled and the last page signed with the date of signature.

Recording of Minutes

The minutes of proceedings of a board meeting, committee meeting and a general meeting will be recorded in the respective minutes book within a period of 30 days from the conclusion of the meeting.

Signing of minutes

The minutes of board meetings and committee meetings will be signed by the chairman of the same meeting or by the chairman of the next succeeding meeting.

The minutes of general meetings of members, recorded within the said 30 days, will be signed by the chairman of the same meeting. If the chairman is not available, the board of directors will authorize a director to sign the said minutes.

Keeping of minutes book in loose leaf binder

The modern practice is to type out the minutes in loose leaves and then kept them in a binder. The department has also confirmed that it has no objection to minutes being kept in that manner. The only precaution that has to be taken by a company is that there should not be any chance for interpolation of the leaves in the books.

Mandatory inclusion of matters

In the minutes of board meeting or committee of directors meeting, the minutes shall contain :

(a) the  names of the directors attend at the meeting.

(b) the officers made an appointment at the meeting.

Minutes need no confirmation before chairman signs

There is no provision in the act, which requires confirmation of the board of the minutes at the immediately next meeting.

No Comments

Leave a Reply

Remuneration, filing of return of appointment.

REMUNERATION, FILING OF RETURN OF APPOINTMENT. A company shall file a return of appointment of managing director, whole time manager or director, Chief executive officer (CEO) secretary of the company and chief financial officer (CEO) within the sixty days appointment with the registrar in Form No. MR 1. as may …

Audit, conditions for appointment and to registrar notice.

The audit appointed and auditor under rule 3 shall submit a certificate that The firm or the individual, as may be the case, is eligible for appointment and is not disqualified under the Act for appointment, the Chartered Accountants Act, 1949 and the regulations or rules there under made. the …


SHARE, FINANCIAL STRUCTURE AND MEMBERSHIP – II. ALTERATION SHARE CAPITAL. Section 94 of the Companies Act, 1956 that the company provide limited by share  or guarantee and may having share capital, if so authorized by its alter articles , by an resolution which is ordinary, in the following ways its …