Minutes are summary of the proceedings of a meeting. According to the provisions of Section 118 of the Companies Act, 2013 (“Act”), every company shall maintain minutes prepare and maintain minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every Board meeting or committee meeting. Under the Act, the minutes of the meeting shall be evidence of the proceedings recorded therein. Where the minutes have been kept in accordance with the provisions of the Act, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed, all appointments of Directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
In Yamuna Reddy v. B. Sivaraman[1] Madras High Court observed that:
“A cursory perusal of Section 195[2] regarding the presumption to be drawn where minutes of the company duly drawn and signed, clearly proves that the presumption arising in this section is a rebuttable one by adducing contrary evidence; that if a proper minutes book is kept and proceedings of meetings are duly recorded, it shall be deemed that the meeting has been duly called, held and all proceedings thereat have duly taken place and the consequent appointment of Director or Directors has been validly made. If the minutes are not recorded or signed within the prescribed period, then it is to be presumed that it is not properly kept and it will not be receivable in evidence. However, the onus to rebut the presumption under Section 195 (of Companies Act, 1956) is on the person who challenges the resolution or the entering of the minutes on the ground of malpractice or misdeed. ”
Taking into account Covid-19 situation that requires social distancing with necessary precautions, Ministry of Corporate Affairs (MCA) allowed companies to conduct shareholders meeting through
Videoconferencing/Other Audio-Visual Means (VC/OAVM). This article is a checklist for preparation, signing and maintenance of minutes of annual general meeting (AGM) conducted through VC/OAVM under the relevant provisions. The listed entities shall ensure compliance with the relevant provisions of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Applicability.—The provisions of Section 118 of the Act, read with the Rules and circulars issued by the MCA (w.r.t. general meeting through VC/OAVM) are applicable to all companies —private companies, public companies (listed and unlisted companies).
- Content to be included in Minutes of AGM through VC.—The minutes of AGM through VC shall provide a fair and correct summary of the proceedings of the meeting. All appointments (i.e. Chairman, Director appointment, retire-by-rotation, reappointment of independent Director, statutory auditors, cost auditors, etc.) made at AGM shall be included in the minutes of the meeting. There shall 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. The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes of meeting. In relation to the circulars issued the MCA, the minutes of the AGM conducted through VC/OAVM may include the following:
(a) The notice of the meeting, financial statements of the company were sent to all stakeholders concerned through electronic mode.
(b) Summary of instructions read out by the Chairman of the meeting conducted through VC/OAVM.
(c) The facility for joining the meeting was kept open at least 15 minutes before the time scheduled to start the meeting and was not closed till the expiry of 15 minutes after such scheduled time.
(d) Manner of appointment of Chairman of the meeting.
(e) Name and designation of the invitees present at the meeting i.e. statutory auditors, secretarial auditors, independent directors, chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
(f) The fact that before the actual date of the meeting, the facility of remote e-voting was provided in accordance with the Act and the Rules (if remote e-voting provisions are applicable).
(g) Number of members present for the meeting. The attendance of members through VC/OAVM shall be counted for the purpose of reckoning the quorum.
(h) Manner of voting i.e. show of hands or voting by poll.
(i) The fact that various documents and registers were available for inspection in accordance with the provisions of Companies Act and MCA circulars.
(j) Depending upon the provisions of the articles of association of the company, the name of proposer and seconder of the specific resolution shall also be included in the minutes of the meeting.
- Minutes Book.—A company may maintain a distinct minute book for each type of meeting, namely: (i) general meetings of the members; (ii) meetings of the creditors; (iii) meetings of the Board of Directors; and (iv) meetings of each of the committees.
- Date of Entry.—The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within 30 days of the conclusion of the meeting.
- Signing and Initials of Minutes of Meeting.—For general meeting, each page of every minutes 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 same meeting within the 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 of Directors for the purpose.
- Place of Maintenance of Minutes of General Meeting.—The minute books of general meetings shall be kept at the registered office of the company. The same shall be preserved permanently and kept in the custody of the Company Secretary or any director duly authorised by the Board.
- Inspection of Minutes of General Meeting.—The minute books of general meeting shall be kept open, during business hours, to the inspection by any member without charge. Such right is subject to such reasonable restrictions as the company may, by its articles of association or in general meeting, impose. Any member shall be entitled to be furnished, within 7 working days after he has made a request in that behalf to the company, and on payment of such prescribed fees with a copy of minutes of meeting. A member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding 3 financial years shall be entitled to be furnished, with the same free of cost.
- Compliance with Secretarial Standards issued by Institute of Company Secretaries of India.—Every company shall observe secretarial standards with respect to general and Board meetings specified by the ICSI, and approved by Central Government.
Taking into consideration the importance of minutes of general meeting, it’s evidentiary value, inspection rights of the members of the company, the minutes for the AGM conducted in the year 2020 shall be prepared in accordance with the provisions of the Act, Rules and MCA circulars (Circular No. 14 of 2020 dated 8-4-2020 and Circular No. 17 of 2020 dated 13-4-2020). It is necessary to ensure that all relevant and important points are included in the minutes of meeting. This may include question and answer session during the AGM of the company. In certain closely held companies, the members may conduct a roll-call of members, such facts shall also be included in the minutes of the meeting.
*Gaurav N Pingle, Practising Company Secretary, Pune. He can be reached at gp@csgauravpingle.com
[1] 1992 SCC OnLine Mad 400 : (1992) 75 Comp Cas 199.
[2] Of the Companies Act, 1956, corresponding to S. 118 of the Companies Act, 2013.
