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Microlesson · 5-min read

Minute Books - Maintenance, Signing & Postal Ballot

# Minute Books — Maintenance, Signing & Postal Ballot

## Separate Minute Books

Distinct minute books must be maintained for each type of meeting:

  • Board Meetings (BM)
  • General Meetings (AGM/EGM)
  • Committee Meetings
  • Meetings of Creditors
  • Postal Ballot resolutions (recorded in minutes of general meeting at which it is deemed to have been passed)

## Postal Ballot — Special Recording Requirements

For resolutions passed by postal ballot, minutes shall include:

1. The resolution proposed

2. The result of voting

3. Summary of the Scrutinizer's Report

## Signing of Minutes

PageRequirement
Each pageInitialled or signed
Last page of the recordDated and signed

## Who Signs the Minutes?

Type of MeetingSigned ByTimeline
Board Meeting / Committee MeetingChairperson of the SAME meeting OR Chairperson of the NEXT meeting
General Meeting (AGM/EGM)Chairperson of the SAME meeting; in event of death/inability — by a director duly authorised by the BoardWithin 30 days of the meeting
Postal BallotChairperson of the Board (in event of his death/inability — by a director duly authorised by the Board)Within 30 days

## Custody & Preservation

  • Custody: With the Company Secretary or any director authorised by the Board.
  • Preservation: Minute books of General Meetings shall be preserved PERMANENTLY and kept in the custody of the CS / authorised person.
  • Place of keeping: Registered Office (or such other place as Board may decide for BM/Committee — but General Meeting minutes at RO).

Worked example

### Example 1

Example: A company passes a special resolution by postal ballot on 1st June. The Chairperson of the Board falls ill and cannot sign the minutes. By what date and by whom must they be signed?

Solution: Minutes must be signed within 30 days, i.e., by 1st July. Since the Chairperson is unable to sign, a director duly authorised by the Board may sign the minutes.

⚠️ Common exam mistakes

  • Recording postal ballot resolutions in a separate 'postal ballot minute book' — they should be recorded in the minutes of the general meeting at which they are DEEMED to have been passed.
  • Forgetting that EACH page must be initialled/signed and the LAST page must be dated AND signed.
  • Missing the 30-day deadline for signing of General Meeting minutes.
Bare-Act text Rule 25 · Companies (Management and Administration) Rules, 2014 · click to expand
Rule 25 of Companies (Management & Administration) Rules, 2014: Minutes of proceedings of each meeting shall be entered in books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting. Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed by the chairman of the said meeting or the chairman of the next succeeding meeting (in case of Board/Committee), or by the chairman of the same meeting within the aforesaid period of thirty days (in case of General Meeting/Postal Ballot), or in the event of the death or inability of that chairman within that period, by a director duly authorized by the Board.
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