Minutes of Meetings

Every company shall prepare, sign and keep minutes of proceedings of the following
meetings/resolutions within 30 days of the conclusion of every such meeting
concerned/resolution:

(i) general meetings of the members;

(ii)meetings of any class of shareholders

(iii) meetings of the creditors

(iv) meetings of the Board; and

(v) meetings of each of the committees of the Board.

Resolutions passed by postal ballot shall be recorded in the minute book of general
meetings as if it has been deemed to be passed in the general meeting.

Minutes/ Resolutions Entry

Minutes of proceedings of each
meeting
every resolution passed by postal
ballot
Entered in the books maintained for that
purpose along with the date of such entry
within 30 days of the conclusion of the
meeting.
A brief report on the postal ballot
conducted including the resolution proposed,
the result of the voting thereon and the
summary of the scrutinizers report shall
be entered in the minutes book of general
meetings along with the date of such entry
within 30 days from the date of passing of
resolution

The minutes of each meeting shall contain a fair and correct summary of the proceedings
thereat.

All appointments made at any of the meetings aforesaid shall be included in the minutes of the
meeting.
In the case of a meeting of the Board of Directors or of a committee of the Board, the
minutes shall also contain

(a) the names of the directors present at the meeting; and

(b) in the case of each resolution passed at the meeting, the names of the directors, if any,
dissenting from, or not concurring with the resolution.

The minutes kept in accordance with the provisions of this section shall be evidence of the
proceedings recorded therein.

Matters not be included in the minutes:

Any matter which, in the opinion of the Chairman of the meeting,

(a) is or could reasonably be regarded as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the company

Shall not be included in the minutes.

The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of
any matter in the minutes of the meeting.

Signing of Minutes:

Minutes/ Resolution Sign

Each page of every such book shall be initialled or
signed and the last page of the record of
Minutes of Proceeding of proceedings of each meeting or each report in such
BoD or committee books shall be dated and signed by the chairman of
the said meeting or the chairman of the next
succeeding meeting.
Each page of every such book shall be initialled or
signed and the last page of the record of
proceedings of each meeting or each report in such
Minutes of proceedings of a books shall be dated and signed by the chairman of
general meeting the same meeting within the aforesaid period of 30
days or in the event of the death or inability of
that chairman within that period, by a director duly
authorised by the Board for the purpose.
Every resolution passed by Each page of every such book shall be initialled or
postal ballot signed and the last page of the record of
 proceedings of each meeting or each report in such
books shall be dated and signed by the chairman of
the Board within the aforesaid period of 30 days or
in the event of there being no chairman of the
Board or the death or inability of that chairman
within that period, by a director duly authorized
by the Board for the purpose

Place of keeping the minutes:

Minute Book Place

Minutes book of General
Meeting
Minutes book of the Board
&Committee meeting
shall be kept at the registered office of the
company and shall be preserved permanently
and kept in the custody of the company
secretary or any director duly authorised by
the board or at such other place as may be
approved by the Board
shall be preserved permanently and kept in
the custody of the company secretary of the
company or any director duly authorized by
the Board for the purpose and shall be kept in
the registered office or such place as Board
may decide.

Penalty:

Company in default Fine of Rs.25,000/-

Officer in default Fine of Rs.5,000/-
If a person is found guilty of Imprisonment 2 years andFine Rs.25,000/-
tampering with the minutes to Rs.1,00,000/-