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In common English parlance the word minute means -an official record of the proceedings of a meeting. The word “Minute” has been derived from the latin word “minuta scriptura” meaning small notes.The minutes have to be drafted in such a manner so as to reflect a clear and correct summary of the events that take place in a meeting.The simplicity of the minutes should be maintained all throughout the meetings, which shall ensure understandability by any person at any point in time.

Minutes of Meeting – Sample format

 

Before we dive into the nitty-gritties,let us understand which are the various meetings being conducted by the companies.

Annual General Meeting:

  • Each and every company(other than an OPC) are required to hold an AGM within 6 months from the end of the financial year( For FY ending 31st March the meeting shall be held by 30th September).
  • There is an exception for the first AGM which shall be held within 9 months from the end of the first financial year. If Companies follow the provisions as regards to the first AGM then the company is excused from holding any AGM in the year of incorporation.
  • The Companies Act adds on another restriction as regards the gap between two AGM’s which shall not exceed 15 months.
  • The companies are required to hold an AGM during business hours (between 9.00 a.m to 6.00 p.m) on a day which is not a national holiday at the registered office   of the company or at a different place within the city/town/village where the registered office is situated.

Extraordinary General Meeting:

  • The EGM can be called up under 2 situations, ie:
    • Either the Board can call for an EGM whenever it feels it is necessary or
    • Upon a requisition/request by the requisitionists*.
      • *In case of companies having share capital, the requisition is to be made by those number of members who hold not less than 1/10th of the paid up share  capital and
      • *In case of companies not having share capital the requisition is to be made by such number of members who hold minimum of 1/10th of the voting power.

It is important to note, The Board is required to call for the meeting within a period of 21 days and hold the meeting within 45 days from the date of receiving the requisition. Failure to call upon the same by the Board will give the members the right to call for the meeting within 3 months from the date of requisition.The expenses incurred by the requisitionists will have to be reimbursed by the company.

Meeting by tribunal:  In case it is found impracticable to call for a meeting other than the AGM, the tribunal either on its own or on application made by any director/member who would be entitled to some decision at the meeting,call upon a meeting and conduct it in a manner as he/she/they think is necessary.

Aspects to be focussed on while drafting minutes

  1. All the matters should be put down in black and white. (On paper)
  2. In order to make the minutes effective, care should be taken that it is clear with no ambiguity or confusion and no important information discussed is left out.
  3. Minutes are to be recorded within 30 days of the conclusion of the meeting.
  4. All appointments which are made should be recorded in the minutes.
  5. In case of a Board meeting/meeting of the committee of  the Board, the names of the directors and the directors who are for/against any resolution passed shall be stated correctly.
  6. Any matter that is detrimental,defamatory,irrelevant or immaterial shall not be allowed to be recorded in the minutes.
  7. It shall be the sole decision of the chairman as regards matters to be included/excluded in the minutes.
  8. Default in complying with the provisions of section 118 of the Companies Act 2013 will attract a penalty of INR 25,000 to the company and INR 5,000 for every officer in default.
  9. If a person is found guilty of tampering the minutes, he shall face imprisonment upto 2 years and a minimum fine of INR 25,000 which may extend to INR 1 Lakh.
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