Minutes book writing

Timeline and format under Sec 118, Rule 25 and SS-1 (Board) / SS-2 (General meetings):

• Draft minutes go to all directors within 15 days of the meeting (by hand, email or speed post). Directors comment within 7 days.

• Minutes must be entered in the minute book within 30 days of the meeting.

• Signing: the chairman of that meeting signs within 30 days, or else the chairman of the next Board meeting.

• Each page is initialled, and the last page is signed and dated with the place of signing. Directors present do not sign; only the chairman signs.

• Contents: names of directors present (and leave of absence), those present through video conferencing, interested directors who did not participate, the full text of resolutions, and dissent if any.

• Circular resolutions (Sec 175): note them at the next Board meeting and record them in those minutes.

• Pages must be consecutively numbered. Minutes may be kept electronically with security controls (Rule 27, Companies (Management & Administration) Rules).

• Penalty for non-compliance: Rs 25,000 on the company and Rs 5,000 on each officer in default (Sec 118(11)). Tampering is punishable under Sec 118(12).