The term ‘minutes’ means a concise and accurate official record of the business transacted at company meetings. It normally includes only the resolutions actually passed. It is not necessary to record therein the discussion which preceded the adoption of a resolution. “Minutes are more analogous to a telegram than a letter, to a precis than a narrative”. Minutes may be of two types:
(a) Minutes of narration :
Minutes recording events or items of business which require no formal resolution are called minutes of narration. For example, noting of members present, recording of facts like calling the meeting to order by the Chairman, that the notice was read, that the auditors’ report was read that the directors’ report and accounts were read or were taken as read etc., form the minutes of narration.
(b) Minutes of resolution :
Minutes recording formal resolutions are referred to as minutes of resolution of minutes of decision. These may, or may not, be accompanied by a statement including the names of the mover (proposer) and seconder.
‘Minutes’ distinguished from ‘Reports.’ ‘Minutes’ should not be confused with ‘Reports.’ A ‘Report’ is the historical account of all matters discussed at the meeting and is much more detailed. Besides embodying all the facts of the ‘Minutes’ it contains the names of the proposers and the seconders, remarks of speakers both for and against each motion, the manner of voting on the motions etc. Further, ‘minutes’ are documentary evidence and has the legal recognition by virtue of provisions, contained in the Act, ‘reports’, on the other hand, have no legal sanctity.
The minutes are usually written from the notes taken by the chairman and secretary during the course of the meeting. It is drafted in such a manner, that there is no ambiguity in interpretation. The minutes are recorded in paragraphs socially numbered. Each paragraph should preferably be given a heading.
The minutes must incorporate the following facts :
(i) The nature of the meeting-annual general meeting or extraordinary general meeting.
(ii) The date, time and place of the meeting.
(iii) The names of the Chairman and Secretary.
(v) The names of the members present as the meeting with a view to indicating the presence of a quorum. Where the attending members are very large in number, it would suffice to state that all the share are very large in number, it would suffice to state that all the share-holders were present or that so many (actual number) members are present.
(vi) All the resolution passed at the meeting.
(vi) Vote of thanks
(vii) Chairman’s signature with date in his own hand.
The minutes should also state matters on which no formal decisions were made e.g., that the notice was read, that the auditors report was road, that the directors report and accounts were read or were taken as read. If certain matters could not be discussed because of want of time, that act must also be stated therein.