Earlier I wrote a long post on Resolution and Minutes under the Companies Act 2013. The Companies (Management and Administration) Rules 2014 supplement these provisions of the Act.
Rule 25 deals with minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.
A distinct minute book shall be maintained for each type of meeting namely:-
(i) General meetings of the members;
(ii) Meetings of the creditors
(iii) Meetings of the Board; and
(iv) Meetings of each of the committees of the Board.
Resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting. [Rule 25(1)(a)]
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 thirty days of the conclusion of the meeting. [Rule 25(1)(b)]
In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutinizer’s report shall be entered in the minutes book of general meetings along with the date of such entry within thirty days from the date of passing of resolution. [Rule 25(1)(c), I think this must be (c)]
Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed –
(i) in the case of minutes of proceedings of a meeting of the Board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting;
(ii) in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the Board for the purpose;
(iii) In case of every resolution passed by postal ballot, by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose. [Rule 25(1)(d)]
(e) The minute books of general meetings shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorised by the board or at such other place as may be approved by the Board. [Rule 25(1)(e)]
(f) The minutes books of the Board and committee meetings shall be preserved permanently and kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose and shall be kept in the registered office or such place as Board may decide. [Rule 25(1)(f)]
I am still searching Rule 25(2) which must be there when Rule 25(1) is in notification for the Companies (Management and Administration) Rules 2014.
Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, on payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page. 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 three financial years shall be entitled to be furnished, with the same free of cost.
A member is entitled for a soft copy of minutes of any general meeting held during previous three financial year and a current one. For a hard copy or a soft copy of minutes of any other general meeting he need to pay maximum ten rupees per page.
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