Circulation of minutes

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

23 October 2012 Dear Sir/ Mam

As per my understanding, there is no mandatory rule under Companies act to circulate minutes to all the members.

However, if as per the instruction of the Chairman, the minutes of a particlar meeting gets circulated amongst members present only, is it a non compliance of Companies act.

Request your advice

Ajay Mishra

Ajay Mishra (Expert)
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23 October 2012 Hi

You are talking about minutes of Board Meeting or General Meeting.

In Board meeting minutes, you can circulate minutes of Board meeting, but in general meeting it is not required.

Querist : Anonymous

Querist : Anonymous (Querist)

23 October 2012 Dear Sir, I am talking about Board meeting and the Committee meeting of Board.

Point is it reqd/ mandatory under companies act or not.

Ajay Mishra

Ajay Mishra (Expert)
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23 October 2012 Hi

Yes, it is required.

The MCA vide General Circular No. 28/2011 dated 20.05.2011 has clarified that directors of a company may participate in a meeting of Board/Committee of directors under the provisions of Companies Act, 1956 through electronic vote.

This circular says that draft minutes of the meeting shall be circulated in soft copy not later than 7 days of the meeting for comments/confirmation to the directors who attended the meeting to dispel all doubts on matters taken up during the meeting. Thereafter, the minutes shall be entered in the minutes books as prescribed under section 193 of the Act. The minutes shall also disclose the particulars of the Directors who attended the meeting through electronic mode.

Querist : Anonymous

Querist : Anonymous (Querist)

23 October 2012 Sir, that refers to participation of directors through electronic mode. here, it is a normal meeting. Though i understand it is a good practice to be followed, but we cannot mandatority apply it to all the Board meeting and committee meeting.

With due respect to your advice.

Ajay Mishra

Ajay Mishra (Expert)
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23 October 2012 Most of the proceeding of the Board meeting is not mandatory but it is a required formalities which the company should follow. If the company's article permit to circulate then it will be as a mandatory compliance otherwise not.

Querist : Anonymous

Querist : Anonymous (Querist)

23 October 2012 Thanks a lot for the correct guidance.

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