Minutes Extracts — Board and General Meeting Format (Companies Act, 2013)

Download Verified Drafting TemplateBookman Old Style 12pt with statutory placeholders

Who Signs:Signed by the Chairperson of the Meeting

When Needed / Filed:Recorded in the Statutory Minutes Book within 30 days

Specimen Format (Complete Text)

Draft template for reference

MINUTES EXTRACTS - BOARD AND GENERAL MEETING PART A - EXTRACT OF THE MINUTES OF BOARD MEETING NO. [__]/20[__]-[__] OF [COMPANY NAME] HELD ON [Date] AT [Venue] Appointment of Additional Director: The Chairperson informed the Board that [Name of appointee] had consented, in Form DIR-2, to act as a Director of the Company and had confirmed, in Form DIR-8, that he is not disqualified under Section 164 of the Companies Act, 2013. The Board considered the proposal and passed the resolution set out in Document 02 of this set. The Company Secretary / Director was directed to file Form DIR-12 within 30 days and to make the entry in the Register of Directors and Key Managerial Personnel. PART B - EXTRACT OF THE MINUTES OF THE [ANNUAL GENERAL MEETING / EXTRAORDINARY GENERAL MEETING] OF [COMPANY NAME] HELD ON [Date] AT [Venue] Appointment of Director: The Chairperson placed before the meeting the proposal to appoint [Name of appointee], the Additional Director whose term expired at the meeting, as a Director of the Company. The explanatory statement under Section 102 had been circulated with the notice. The resolution set out in Document 07 of this set was proposed, seconded and passed as an Ordinary Resolution by the members present [unanimously / by majority]. The Company Secretary / Director was directed to file Form DIR-12 within 30 days of the meeting.

Common Compliance Mistakes

Failing to circulate draft board minutes within 15 days

Risk: Non-compliance with ICSI Secretarial Standard SS-1 Clause 7.4

Correct procedure: Circulate draft minutes to all directors within 15 days from the conclusion of the board meeting for comments.

Loose sheets in minutes binder without continuous page numbering

Risk: Breach of SS-1 Clause 7.1.4 and evidentiary rejection under Section 118(7)

Correct procedure: Maintain consecutive page numbering throughout the minutes book and have each page initialled by the Chairman.

Frequently Asked Questions

When must the Minutes of a Board Meeting or General Meeting be entered and signed?

Under Section 118(1) of the Companies Act, 2013 read with SS-1 and SS-2, minutes of proceedings must be entered in the statutory minutes book within 30 days of the conclusion of the meeting and signed by the Chairman.

Who can certify an extract of the minutes for ROC or bank filing?

A certified true copy of a resolution or minutes extract may be signed by any existing Director, Managing Director, or the Company Secretary of the company who attended the meeting.

What is the penalty for tampering with or failing to maintain minutes under Section 118?

Under Section 118(11), a company is liable to a penalty of ₹25,000 and every officer in default ₹5,000. Tampering with minutes carries imprisonment up to 2 years and a fine of ₹25,000 to ₹1,00,000 under Section 118(12).

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