Members' Resolutions, Minutes and Records

111(3) deals with the case where a copy of the requisition requiring notice of a resolution is deposited and an annual general meeting is called for a date six weeks or less after the deposit; the copy is then deemed properly deposited notwithstanding the six-week requirement.

111(4) relieves the company of the duty to circulate a statement if, on the application of the company or of any other aggrieved person, the Central Government is satisfied that the rights conferred by the section are being abused to secure needless publicity for defamatory matter; and the Central Government may order the company's costs to be paid by the requisitionists notwithstanding that they are not parties.

111(5) provides the penalty on the company and its officers in default.

Note the balance being struck. The threshold is the same as for requisitioning a meeting, so the section does not create a new class of activist with a lower entry price. The six weeks for a resolution exists because the company must fit the item into a notice that itself needs twenty-one clear days. And the defamation safeguard is a Central Government function, not the board's: a company cannot decide for itself that a member's statement is abusive.

Section 118: minutes

118(1) requires minutes of every general meeting of any class of shareholders or creditors, every resolution passed by postal ballot, and every meeting of the Board or of every committee of the Board, to be prepared, signed in the prescribed manner, and kept within thirty days of the conclusion of the meeting or the passing of the postal-ballot resolution, in books kept for the purpose with pages consecutively numbered.

118(2) requires the minutes of each meeting to contain a fair and correct summary of the proceedings.

118(3) requires all appointments made at any of the meetings to be included in the minutes.

118(4) requires the minutes of a Board or committee meeting to contain, in addition, the names of the directors present, and, in the case of each resolution passed at the meeting, the names of the directors dissenting from or not concurring in the resolution. That is the provision by which a director protects himself: a recorded dissent is the evidence of his position under s.166 and s.149(12).

118(5) empowers the Chairman to exercise absolute discretion in regard to the inclusion or non-inclusion of any matter which he regards as defamatory of any person, irrelevant or immaterial to the proceedings, or detrimental to the interests of the company.

118(6) provides that the minutes kept in accordance with the section shall be evidence of the proceedings recorded in them.

118(7) raises the presumption: where minutes have been kept in accordance with the section, then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, all proceedings at it to have duly taken place, and all appointments of directors, key managerial personnel, auditors or company secretary in practice to be valid.

118(8) forbids the inclusion in the minutes book of any matter contrary to sub-sections (1) to (7). 118(9) requires compliance with the secretarial standards on general and Board meetings specified by the Institute of Company Secretaries of India and approved by the Central Government. 118(10) provides the penalties, and 118(11) makes tampering with the minutes an offence punishable as the sub-section provides.

Note s.118(9): it is the provision by which a professional body's standards acquire statutory force for meetings, and it is a rare instance in this Act of external standards being made binding directly rather than through rules.

Sections 119 and 120: inspection and electronic form

119(1) requires the books containing the minutes of general meetings and of resolutions passed by postal ballot to be kept at the registered office and to be open during business hours to the inspection of any member without charge, subject to such reasonable restrictions as the company may impose by its articles or in general meeting, but so that not less than two hours in each business day are allowed for inspection.

119(2) entitles any member, on request and on payment of the prescribed fees, to be furnished with a copy of any such minutes within seven working days.

119(3) and 119(4) provide for refusal: penalties on the company and every officer in default, and a power in the Tribunal, on application, to order immediate inspection or the furnishing of a copy forthwith.

Two points. The right is confined to general meeting minutes: a member has no right under this section to see the Board's minutes, which is deliberate, because board deliberation would be impossible if every member could read it. And the two-hour minimum mirrors s.94, so the same discipline governs registers and minutes.

120 provides that any document, record, register or minutes required to be kept by a company, or allowed to be inspected or copied, may be kept, inspected or copied in electronic form in the prescribed manner, without prejudice to any other provision of the Act.

Section 122: the One Person Company

122(1) provides that section 98 and sections 100 to 111, both inclusive, shall not apply to a One Person Company. So the Tribunal's power to call meetings, the extraordinary general meeting, notice, explanatory statement, quorum, chairman, proxies, restriction on voting, show of hands, e-voting, poll, postal ballot and circulation of members' resolutions all fall away.

122(2) provides that the ordinary business which a company other than an OPC must transact at its annual general meeting shall, in the case of an OPC, be transacted as provided in sub-section (3).

122(3) provides that for the purposes of s.114, any business required to be transacted at an annual or other general meeting by ordinary or special resolution is sufficiently done if, in the case of an OPC, the resolution is communicated by the member to the company and entered in the minutes book and signed and dated by the member, that date being deemed the date of the meeting for all purposes under the Act.

122(4) provides that where an OPC has only one director on its Board, it is enough that any business required to be transacted at a Board meeting is entered in the minutes book, signed and dated by the director, that date being deemed the date of the Board meeting for all purposes.

The design is elegant and worth stating as such: the OPC does not hold meetings, it writes them down. The minutes book becomes the meeting.

A worked example

Sahyadri Foods Limited will hold its annual general meeting on 30 September 2026. Members holding twelve per cent of the voting capital wish to move a resolution that the company cease a particular line of business, and to circulate a two-page statement explaining why, part of which accuses a named director of mismanagement.

Circulation. They meet the s.100 threshold, so s.111(1) applies. They must deposit a signed copy of the requisition at the registered office not less than six weeks before the meeting for the resolution, and two weeks for the statement, together with a reasonable sum for the company's expenses.

The company's objection. The board considers the statement defamatory of the director. It cannot simply refuse. Its remedy under s.111(4) is to apply to the Central Government, which may relieve it of the duty to circulate if satisfied the rights are being abused to secure needless publicity for defamatory matter, and may order the requisitionists to pay the company's costs even though they are not parties.

At the meeting. The resolution is put and lost, and a director dissents from another resolution approving a contract. The minutes must be prepared, signed and kept within thirty days, contain a fair and correct summary, record all appointments, and, for the Board's own meetings, the names of directors present and of those dissenting or not concurring. The dissenting director should ensure his dissent is recorded, because that record is what protects him.

The Chairman's blue pencil. He may exclude from the minutes matter he regards as defamatory, irrelevant or immaterial, or detrimental to the company's interests, s.118(5), and his discretion there is absolute; what he may not do is include matter contrary to the section, s.118(8).

Inspection afterwards. A member may inspect the general meeting minutes at the registered office during business hours without charge, with at least two hours each business day available, and may require a copy within seven working days on payment of fees. He may not demand the Board's minutes. If the company refuses, the Tribunal may order immediate inspection or the furnishing of a copy forthwith.

And if this were a One Person Company. None of the meeting machinery would apply at all: under s.122(3) the sole member would simply communicate the resolution to the company, it would be entered in the minutes book and signed and dated by him, and that date would be deemed the date of the meeting.

Distinctions

What it does NOT mean

Not that a company may refuse to circulate a member's statement because it dislikes it. Only the Central Government, on being satisfied that the right is being abused for needless publicity of defamatory matter, can relieve the company, s.111(4).

Not that minutes are conclusive. Section 118(7) raises a presumption until the contrary is proved; it is rebuttable, unlike the Chairman's declaration on a show of hands under s.107(2), which is conclusive of the fact of passing.

Not that members may read the boardroom. Section 119 reaches only the minutes of general meetings and postal-ballot resolutions.

Quick revision

s.111: on a requisition by members meeting the s.100 threshold, the company gives notice of a properly movable resolution and circulates a statement; deposit at the registered office six weeks before for a resolution, two weeks for anything else, with a reasonable sum for expenses; deemed timely if an AGM is called for a date six weeks or less after deposit; Central Government may relieve the company where the right is abused for needless publicity of defamatory matter, with costs; penalty. s.118: minutes of general meetings, postal-ballot resolutions and Board and committee meetings, prepared, signed and kept within thirty days, consecutively numbered pages; fair and correct summary; all appointments; for Board meetings, names present and names dissenting; Chairman's absolute discretion to exclude defamatory, irrelevant, immaterial or detrimental matter; minutes are evidence; presumption of due calling, due proceedings and valid appointments until the contrary is proved; secretarial standards binding; penalties, including for tampering.

s.119: general-meeting minutes kept at the registered office, free member inspection, two hours a day minimum, copies within seven working days, Tribunal may order immediate inspection. s.120: electronic form permitted. s.122: ss.98 and 100 to 111 do not apply to an OPC; its resolutions are communicated by the member, entered in the minutes book, signed and dated, that date being deemed the date of the meeting; the same for a sole director's Board business.

Test yourself

1. What must members do to have their resolution circulated, and when? Meet the s.100 threshold, deposit a signed copy of the requisition at the registered office not less than six weeks before the meeting for a resolution (two weeks for any other requisition), and tender a reasonable sum for the company's expenses, s.111(2).

2. Can the company refuse to circulate a statement it considers defamatory? Not by itself: it must apply to the Central Government, which may relieve it if satisfied the rights are being abused to secure needless publicity for defamatory matter, and may order the requisitionists to pay costs, s.111(4).

3. What must Board minutes contain that general-meeting minutes need not? The names of the directors present and, for each resolution, the names of the directors dissenting from or not concurring in it, s.118(4).

4. How strong is the evidential effect of minutes? They are evidence of the proceedings recorded, s.118(6), and raise a presumption, until the contrary is proved, that the meeting was duly called and held, that the proceedings duly took place, and that appointments made are valid, s.118(7).

5. How does a One Person Company pass a special resolution? The member communicates the resolution to the company, it is entered in the minutes book and signed and dated by him, and that date is deemed the date of the meeting for all purposes, s.122(3); ss.98 and 100 to 111 do not apply to it at all.