Corporate meeting minutes

Minutes

1. CORPORATE
LAWS

Corporate
Meetings

Minutes

CA (Dr) Prithvi Ranjan Parhi


1 © CA (Dr) Prithvi Ranjan Parhi

2. MINUTES (SECTION 118)
2 © CA (Dr) Prithvi Ranjan Parhi

3. MINUTES (SECTION 118)

Section 118 prescribes that Every company shall cause
minutes of the proceedings of every general meeting of
any class of shareholders or creditors, and every
resolution passed by postal ballot and every meeting of
its Board of Directors or of every committee of the
Board,

to be prepared and signed in such manner as may be
prescribed and

kept within 30 days of the conclusion of every such
meeting concerned, or passing of resolution by postal
ballot in books kept for that purpose with their pages
consecutively numbered. [Sub section (1)]21 & 22

3 © CA (Dr) Prithvi Ranjan Parhi

4. MINUTES (SECTION 118)

•The minutes shall be prepared as prescribed in
Rule 25 of the Companies (Management and
Administration) Rules, 2014

•The minute book shall be consecutively
numbered.
4 © CA (Dr) Prithvi Ranjan Parhi

5. MINUTES (SECTION 118)
•The minutes of each meeting shall contain a fair and correct
summary of the proceedings that took place at the
concerned meeting.

•All appointments made at any of the meetings aforesaid
shall be included in the minutes of the meeting.

•In the case of a Board Meeting or a meeting of a committee
of the Board, the minutes shall also contain–
The names of the directors present at the meeting; and
In the case of each resolution passed at the meeting, the
names of the directors, if any, dissenting from, or not
concurring with the resolution.
5 © CA (Dr) Prithvi Ranjan Parhi

6. MINUTES (SECTION 118)

•Any of the following matter
shall not be included in the
minutes of the meeting, which
in the opinion of the Chairman
of the meeting–
Is or could reasonably be
regarded as defamatory of
any person; or
Is irrelevant or immaterial
to the proceedings; or
Is detrimental to the
interests of the company.



© CA (Dr) Prithvi Ranjan Parhi 6
Defamatory
Irrelevant
Immaterial

Detrimental

7. MINUTES (SECTION 118)

•The matter to be included or excluded in the
minutes of the meetings shall be at the absolute
discretion of the Chairman of the meeting.

•The minutes kept in accordance with the
provisions shall serve as the evidence of the
proceedings therein.

7 © CA (Dr) Prithvi Ranjan Parhi

8. MINUTES (SECTION 118)
•Where the minutes have been kept in accordance
with this section,
•until the contrary is proved,
•the meeting shall be deemed to have been duly
called and held, and all proceedings thereat to have
duly taken place, and the resolutions passed by
postal ballot to have been duly passed and
•in particular, all appointments of directors, key
managerial personnel, auditors or company
secretary in practice, shall be deemed to be valid.
8 © CA (Dr) Prithvi Ranjan Parhi

9. MINUTES (SECTION 118)
•No document, purporting to be a report of
the proceedings of any general meeting of
a company shall be circulated or advertised
at the expense of the company,

•unless it includes the matters requires by
this section to be contained in the
minutes of the proceedings of such
meeting.

9 © CA (Dr) Prithvi Ranjan Parhi

10. MINUTES (SECTION 118)
•Every company shall observe
Secretarial Standards with respect to
general and Board meetings, specified
by the Institute of Company
Secretaries of India and approved as
such by the Central Government. [Sub
section (10)]
10 © CA (Dr) Prithvi Ranjan Parhi

11. MINUTES (SECTION 118)
•Penalty for contravention–
•If any default is made in complying with the provisions of this
section in respect of any meeting, the company shall be liable
to a penalty of Rs 25,000 and every officer of the company
who is in default shall be liable to a penalty of Rs 5,000.
•If a person is found guilty of tampering with the minutes of
the proceedings of the meeting, he shall be punishable with
imprisonment for a term which may extend to 2 years and
with fine which shall not be less than Rs 25,000 but which may
extend to Rs 1,00,000.
Rule 25 of the Companies (Management & Administration) Rules,
2014 prescribes the procedure for maintenance of minutes of
proceedings of general meeting, meeting of Board of Directors and
other meetings and resolutions passed by postal ballot as follows–

11 © CA (Dr) Prithvi Ranjan Parhi

12. MINUTES (SECTION 118)

•A distinct minute book shall be
maintained for each type of meeting
namely:
i.general meetings of the members;
ii.meetings of the creditors
iii.meetings of the Board; and
iv.meetings of each of the committees of
the Board.

© CA (Dr) Prithvi Ranjan Parhi 12

13. MINUTES (SECTION 118)

•The minutes of proceedings of each
meeting shall be entered in the books
maintained for that purpose along with
the date of such entry within thirty days
of the conclusion of the meeting.

13 © CA (Dr) Prithvi Ranjan Parhi
30 days

14. MINUTES (SECTION 118)
•In case of every resolution passed by postal
ballot,
•a brief report on the postal ballot conducted
including the resolution proposed,
•the result of the voting thereon and
•the summary of the scrutinizer’s report
•shall be entered in the minutes book of
general meetings along with the date of such
entry within thirty days from the date of
passing of resolution.
14 © CA (Dr) Prithvi Ranjan Parhi

15. MINUTES (SECTION 118)

•Each page of every such book shall be initialed or signed and
the last page of the record of proceedings of each meeting or
each report in such books shall be dated and signed –.
i.in the case of minutes of proceedings of a meeting of the
Board or of a committee thereof, by the chairman of the said
meeting or the chairman of the next succeeding meeting;
ii.in the case of minutes of proceedings of a general meeting,
by the chairman of the same meeting within the aforesaid
period of thirty days or in the event of the death or inability
of that chairman within that period, by a director duly
authorised by the Board for the purpose;
iii.In case of every resolution passed by postal ballot, by the
chairman of the Board within the aforesaid period of thirty
days or in the event of there being no chairman of the Board
or the death or inability of that chairman within that period,
by a director duly authorized by the Board for the purpose.

15 © CA (Dr) Prithvi Ranjan Parhi

16. MINUTES (SECTION 118)
•The minute books of general meetings, shall be kept at
the registered office of the company and shall be
preserved permanently and kept in the custody of the
company secretary or any director duly authorised by
the board.

•The minute-books of the Board and committee meetings
shall be preserved permanently and kept in the custody
of the company secretary of the company or any director
duly authorized by the Board for the purpose and shall
be kept in the registered office or such place as Board
may decide.
16 © CA (Dr) Prithvi Ranjan Parhi

17. MINUTES (SECTION 118)
Exemption to Section 8 companies: In case of Section 8
company - section 118 shall not apply as a whole except
that minutes may be recorded within 30 days of the
conclusion of every meeting in case of companies where
the articles of association provide for confirmation of
minutes by circulation - Notification dated 5
th
June, 2015

The exceptions, modifications and adaptations, shall be
applicable to a section 8 company which has not committed
a default in filing its financial statements under 137 or
Annual Return under section 92 with the Registrar.
Notification dated 13th June, 2017.

17 © CA (Dr) Prithvi Ranjan Parhi

18. 18
Thank you

CA. Dr. Prithvi Ranjan Parhi

[email protected]
CA (Dr) Prithvi R Parhi