Minutes of Board and General Meetings under Section 118 and the Secretarial Standards
This article sets out what minutes of Board, committee and general meetings must contain, how notices and attendance records support them, and how minutes are circulated, signed, entered and preserved under Section 118 of the Companies Act, 2013 and Secretarial Standards SS-1 and SS-2.
It matters because minutes are the principal evidence that a meeting was validly convened, that a quorum existed and that a decision was taken. They are examined in audits, bank due diligence, disputes and court proceedings. SS-1 and SS-2 were revised with effect from 1 April 2024, and compliance with the Secretarial Standards is mandatory under Section 118(10).
Scope and applicability
Section 118 requires minutes of general meetings, Board meetings, committee meetings, meetings of creditors or classes of shareholders, and postal-ballot resolutions. They must be entered in the minute book within 30 days of the conclusion of the meeting, or of the passing of the postal-ballot resolution.
- SS-1 covers Board and Board committee meetings. It generally applies to companies under the Act, except a one-person company with a single director and a company licensed under
Section 8. ASection 8company remains bound by the Act's own Board meeting provisions. - SS-2 covers all general meetings, whether annual or extraordinary, including voting, e-voting, proxies, postal ballot, adjournment and minutes. It generally does not apply to one-person companies and
Section 8companies, which stay bound by the Act.
Level of detail
Minutes are a fair and correct summary of proceedings in plain language. They are not a verbatim transcript, and every argument for or against a proposal need not be recorded. They should be accurate, clear, complete and timely, rather than long.
Resolutions should state their substance: the amount, counterparty, terms, limit and the person authorised. A bare entry such as "approved" does not do this. For example, a resolution on a cash-credit facility of up to Rs 40,00,000 should name the bank, the limit, the security offered and the director or officer authorised to sign.