# Minutes of Meetings

## Purpose of Minutes

Minutes = A formal record maintained by a company of the proceedings of a meeting (Board, Committee, or General Meeting). They are:

Evidence of decisions taken
Statutorily required (Section 118)
Conclusive proof of proceedings recorded therein (if properly maintained)

## Timeline & Location

Item	Requirement
Preparation timeline	Within 30 days of conclusion of every meeting
Place of keeping	At the Registered Office

## Signing of Minutes

Type of Meeting	Who Signs?
Board/Committee Meeting	Chairman of the same meeting OR Chairman of the next succeeding meeting
General Meeting	Chairman of the same meeting within 30 days; OR in case of his death or inability, by a Director duly authorised by the Board

## Loose Leaves

If minutes are maintained in loose leaves (not bound books), they must be bound at reasonable intervals not exceeding 6 months.

## Inspection of Minutes Book

### Board Meeting Minutes

NOT open for inspection by members.

### General Meeting Minutes (including resolutions passed by postal ballot)

Open for inspection under Section 119:

Right	Detail
Inspection	Without charge to members
Hard copies	Within 7 days of request
Soft copies	Free of cost for immediately preceding 3 financial years

### Penalty for Refusal

Company: Penalty up to ₹25,000
Officer in default: Penalty up to ₹5,000
Tribunal can also direct the company to permit inspection in case of refusal or default

## Why This Matters

Minutes are the legal record. A meeting whose minutes are properly drafted, signed, and stored produces conclusive proof of proceedings. Defective minutes can invalidate decisions or expose officers to penalties.

## Key Takeaway

Different inspection rights for Board vs General Meeting minutes — Board minutes are confidential; General Meeting minutes belong to members.

Worked example

### Example 1

Example 1 — Signing:

ABC Ltd.'s AGM Chairman dies before signing the minutes. Who can sign them?

Solution: A Director duly authorised by the Board for this purpose may sign the minutes, within 30 days of the meeting.

### Example 2

Example 2 — Inspection Request:

Mr. M, a member, requests soft copies of the minutes of all general meetings for the past 5 years. What can he claim?

Solution: He is entitled to free soft copies of immediately preceding 3 financial years only. For older minutes, the company may charge a fee (or refuse, subject to other provisions).

### Example 3

Example 3 — Loose Leaves:

A company maintains minutes in loose leaf format. After what interval must they be bound?

Solution: Within 6 months at maximum. Reasonable intervals not exceeding 6 months.

⚠️ Common exam mistakes

Treating Board meeting minutes as open for member inspection — they are NOT
Missing the 30-day window for preparation and signing
Forgetting the 6-month maximum for binding loose-leaf minutes
Confusing the inspection rights — hard copies in 7 days, soft copies free for 3 FYs

Bare-Act text Sections 118 and 119 · Companies Act, 2013 · click to expand

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 thirty 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.

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