Minutes are nothing but kind of notes of a particular meeting or any official hearing in a Company. They can also be called protocols. These minutes are the written record of any official and influential gathering of a Company. They are a brief account of all the happenings and attendees of the gathering. They are essential and are even required in certain legal registrations and procedures. Company Secretary, in general, is responsible for maintenance Of Minutes of the Company.
Companies even hire typists to maintain these minutes as they are obviously very essential. There is generally a book maintained called the Book of Minutes to record all these minutes(generally records important meetings like Board meetings and other influential events). Minutes are not only to be maintained properly but they are to be signed by the Chairman also. The concerning authority reviews these minutes. They are to be maintained by following certain guidelines as mentioned in The Companies Act itself. Discussed below, in detail is how you can manage the minutes of your Company.
The Companies Act has laid out certain guidelines depicting how to maintain the minutes of a Company. They are as follows:
• The minutes should be recorded in a book. And a separate book should be maintained for Board meetings and related Committees.
• Minutes should be maintained in either electronic or physical form with Timestamp.
• Minutes can be maintained in loose-leaf form however they should be bounded regularly.
• The recording should be done systematically. Mentioning of the general content is done first and then the specific content is mentioned.
• The minutes should be recorded according to the proceedings of the meeting and should be cent percent accurate. The minutes are written in past tense and in third person form. However, resolutions are recorded in present tense.
• After the proper recording, minutes are circulated amongst all the directors in a span of fifteen days. Directors are allowed to make comments. And these comments are then recorded in the minute’s book in the span of seven days from the circulation.
• Date of entry, as well as the date of the meeting, should be recorded before recording other data. Also, the Company Secretary makes all the recording. The company, however, can appoint someone else in case of the absence of the CS.
• The minutes are signed by the Chairman of the specific or the next meeting along with the date and the place. If minutes are recorded electronically, digital signing is to be done.
• Inspection of minutes by any Director, Auditor or Company Secretary of the Company is allowed.
The maintenance or rather proper maintenance of the minutes is very important. Negligence can lead to penalty as mentioned under The Companies Act. The handling and maintenance of the minute’s book are the responsibility of the Company Secretary. If there is no Company Secretary available, the duty can be passed on to any Company authorised figure. The minutes are kept at the registered office. The book or the loose-leafs are to be numbered properly. No pages can be torn from the minute’s book and no alterations are made after recording the minutes in the book. Special alteration is permissible but only after the review of the Chairman. Not only minutes are helpful while filing certain registrations but they help maintain a detailed description of every important meeting and events occurring in the Company. Also, they help in any kind of legal hearing related to the Company