Secretarial Practice · Ch 8 — Company Meetings – II
Drafting Minutes and Resolutions
Drafting Minutes and Resolutions
Meaning and Legal Status of Minutes — Section 118
Minutes are the official, written record of the proceedings of a meeting — what was discussed, in what order, and exactly what was resolved. Section 118 of the Companies Act, 2013 requires every company to keep minutes of every general meeting, every Board Meeting, and every Committee meeting, in books maintained for that purpose, with the pages consecutively numbered.
Time limit and signing: Minutes must be entered in the minute book within 30 days of the conclusion of the meeting concerned. Each page of the minutes must be initialled, and the last page of the record of a meeting must be dated and signed by the Chairperson of that meeting (or, in certain cases, the Chairperson of the next meeting).
Evidentiary value: Once minutes are entered and signed in accordance with Section 118, they are treated in law as evidence of the proceedings recorded in them, and it is presumed (unless proved otherwise) that the meeting was duly called and held, all proceedings at the meeting genuinely took place, and any resolution recorded was in fact duly passed — which is exactly why an accurate minute book matters so much to a company's legal standing.
What minutes may exclude — Section 118(5): The Chairperson has absolute discretion to exclude from the minutes any matter that, in his opinion, is defamatory of any person, is irrelevant or immaterial to the proceedings, or is detrimental to the interests of the company. Minutes are meant to be a faithful record of what was resolved and the essential reasoning behind it — not a verbatim transcript of every remark made.
Illustrative Format of Minutes
| Element | Example content |
|---|---|
| Heading | Minutes of the meeting of the Board of Directors of Sunrise Industries Limited held on [date] at [time] at [venue]. |
| Attendance | Present: [names of directors]. In attendance: [Company Secretary, invitees, if any]. |
| Chair | Mr./Ms. [Name] took the Chair and, quorum being present, called the meeting to order. |
| Body (numbered, matching agenda) | 1. Confirmed the minutes of the previous meeting held on [date]. 2. RESOLVED THAT Mr. X be and is hereby appointed as Chief Financial Officer of the Company with effect from [date], on the terms placed before the Board. |
| Close | There being no other business, the meeting concluded with a vote of thanks to the Chair. |
| Signature | Chairperson's signature and date. |
Notice how every decision is recorded using the formal word 'RESOLVED THAT', followed by exactly what was decided — this is the standard drafting convention for any company resolution, whether passed at a Board Meeting or a general meeting.
Resolutions — A Recap, and the Board/Members Distinction
Company Meetings – I already introduced ordinary and special resolutions under Section 114:
- An Ordinary Resolution is passed if the votes cast in favour exceed the votes cast against it — a simple majority.
- A Special Resolution requires the votes cast in favour to be at least three times the votes cast against it (in practice, this is the '75% majority' rule you may have heard), and the notice calling the meeting must specifically state that the resolution is intended to be proposed as a special resolution. …
The official written record of the proceedings of a meeting, required under Section 118 to be entered in a minute book within 30 days and signed by the Chairperson, after which they serve as …
A decision passed by an ordinary majority of directors present and voting at a Board Meeting; distinct from the 'ordinary' and 'special' resolutions of Section 114, which apply only to resolut …