RESOLUTION, MINUTES AND REPORT


INSPECTION OF MINUTES BOOKS OF GENERAL MEETING (SECTION 119):

The minute – books of all general meeting of a company and all postal ballot resolutions shall be kept at the registered office of the company. These minute books shall be open during business hours to the inspection by any member without any charge for not less than two hours in each business day.

A member may request for a copy of any minutes passed in general meeting on payment of prescribed fee. The company shall furnish the copy within seven working days after the request.

If any inspection is refused, or if any copy required not furnished within the time specified therein, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each such refusal or default, as the case may be.

In the case of any such refusal or default, the Tribunal may by order, direct an immediate inspection of the minute-books or direct that the copy required shall forthwith be sent to the person requiring it.

MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM (SECTION 120):

This is permitted that any document, record, register, minute etc may be kept in electronic form. The record so kept may be inspected in electronic form. The copy may also be furnished in electronic form.

REPORT ON ANNUAL GENERAL MEETING (SECTION 121):

Every listed public company shall prepare a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made there under.

The company shall file with the Registrar a copy of the report within thirty days of the conclusion of the annual general meeting.

If the company fails to file the report before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.

APPLICABILITY OF CHAPTER VII TO ONE PERSON COMPANY (SECTION 122):

Section 98 and Section 100 to 111 are not applicable to One Person Company.

Any business which is required to be transacted at a general meeting of a company by means of a resolution, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes.

Where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director is entered in the minutes-book and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes.

This is clear that all provision of related to general meeting and board meeting are same unless it is clearly mentioned in the law stated in the Companies Act.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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28 responses to “RESOLUTION, MINUTES AND REPORT

  1. When the documents/registers are maintenained in Electronic form, what is the form of their maintenance and how are they considered as authenticated ?. Is it by scanning and saving in pdf form? It is ideal if ICSI provides a standard or MCA makes clear rules on this subject

    Like

    • Though, We have to wait for rules.
      As per my understanding, any document digitally signed has inbuilt time and place stamp in signature. One can change document only after removing signature. Hence digitally signed documents are fully secured.
      I just hope for Open Source Software like open office or PDF, not paid one like MS Office.

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  7. Arun Kumar Maitra

    Excellent

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  11. S174(3)OF CO ACT 2013:- QUORUM OF BOARD MEETING-INTERESTED DIRECTOR CAN NOT ATTEND BOARD MEETING

    WHETHER FOLLOWING TRANSACTIONS ATTRACT S 174(3)

    1- LOAN GIVEN BY DIRECTOR TO CO AND INTEREST GIVEN TO DIRECTOR BY CO.

    2- RENT/ INTEREST/ COMMISSION (S 194H OF I TAX) PD BY CO. TO DIRECTOR

    3- IN MOST PVT CO DIRECTOR ARE ALSO SHAREHOLDER , WHICH WITH ABOVE SECTION WOULD BE VERY DIFFICULT TO COMPLY, THAT MEANS CO HAS TO APPOINT 2 UNRELATED/UN INTERESTED DIRECTOR IN EACH PVT. CO. ???

    4- your valuable view would be highly appreciated

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  14. how many prior notice should be given for passing special resolution in members meeting

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