Minutes of Board and General Meetings: How to Draft, Sign and Keep Them

Minutes are the company's official record of what was decided at its board and shareholder meetings. Kept properly, they're presumed to be an accurate record of what happened, which makes them evidence in a dispute, an audit or a due diligence review. Kept badly, or not at all, they leave the company unable to prove what it decided. This guide covers how minutes should be drafted, signed and kept.

What the Law Requires

Section 118 of the Companies Act, 2013 requires every company to keep minutes of every general meeting, board meeting and committee meeting, and of resolutions passed by postal ballot. The Secretarial Standards issued by the Institute of Company Secretaries of India, SS-1 for board meetings and SS-2 for general meetings, add the detail on how that's done.

What Goes in the Minutes

• The company name, the type of meeting, its serial number, date, time and place.
• Who chaired it, which directors or members attended in person or by video conference, and who was granted leave of absence.
• Confirmation that a quorum was present.
• Each item of business and the decision taken on it, with the text of each resolution passed.
• For board meetings, the names of any directors who dissented or abstained on a resolution.
• Anything the chair reasonably considers defamatory, irrelevant or harmful to the company can be left out.

Minutes should be a fair and accurate summary, not a transcript. They record what was decided and why, not every word said.

The Timeline

Board meetings

1. Draft minutes are circulated to all directors within 15 days of the meeting.
2. Directors send their comments within seven days of receiving the draft.
3. The minutes are finalised and entered in the minute book within 30 days of the meeting.
4. They're signed by the chair of that meeting, or of the next one.

General meetings

Minutes of an AGM or EGM are prepared and signed by the chair of the meeting within 30 days, and entered in the separate minute book for general meetings.

Signing and Keeping Minute Books

• Board and general meeting minutes are kept in separate minute books.
• Pages are consecutively numbered, and each page is initialled or signed, with the last page signed and dated by the chair.
• Minute books are kept at the registered office, or another place approved by the board, and preserved permanently.
• They can be kept electronically, with digital signatures and adequate security.

No changes after signing

Once minutes are signed, they can't be altered. If something needs correcting, the correction is recorded in the minutes of a later meeting. Altering signed minutes, or recording things that didn't happen, is tampering, which is a criminal offence under the Act.

Resolutions Passed by Circulation

Board resolutions passed by circulation between meetings are noted at the next board meeting and recorded in its minutes, so the minute book stays a complete record of the board's decisions.

Who Can See the Minutes

Members can inspect the minutes of general meetings free of charge and ask for copies. Board minutes aren't open to members in the same way, but auditors, the Registrar, and courts can call for them. Banks usually ask for certified copies of specific board resolutions, for example to open an account or approve a loan.

Common Mistakes

• Leaving minutes unsigned or unfinished for months, then reconstructing them from memory.
• Keeping board and general meeting minutes in one book.
• Recording decisions without the actual text of the resolution.
• Editing minutes after they've been signed.
• Preparing minutes for meetings that never took place, which is an offence.

Getting Help

Think Filing drafts notices, agendas and minutes for board and general meetings, circulates drafts on the required timeline, maintains minute books, and brings neglected minute books up to date for meetings that actually took place.