Drafting Minutes of AGM explained: this guide covers what Drafting Minutes of AGM means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Legal Basis — SS-2 and Section 118
Minutes of the Annual General Meeting are governed by Section 118 of the Companies Act, 2013 and Secretarial Standard SS-2 issued by ICSI. SS-2 (Secretarial Standard on General Meetings) prescribes detailed guidelines on: convening, conducting, and recording proceedings of general meetings (AGM and EGM). Under Section 118(10): every company shall observe the Secretarial Standards issued by ICSI with respect to general and Board meetings. Non-compliance with SS-2 is a violation of the Companies Act and may attract penalties under Section 118(11).
What Must AGM Minutes Contain (SS-2 Requirements)
Para 14 of SS-2 prescribes the content of minutes:
(a) Header: Name of the company, type of meeting (AGM), meeting number (e.g., "25th Annual General Meeting"), date, day, time of commencement, time of conclusion, and venue (or VC platform details).
(b) Attendance: Names of directors present (with designations — Chairman, Independent Director, etc.), names of Company Secretary and Auditor(s) present, total number of members present in person, total members present by proxy, total shares represented. For listed companies: additionally record KMPs and invitees present.
(c) Chairman: Name of the person who presided as Chairman (Article of AOA under which they presided, or election as Chairman for the meeting).
(d) Quorum: Confirmation that quorum was present as per Section 103 — should state: "The Company Secretary confirmed that the requisite quorum under Section 103(1) was present."
(e) Notice: Confirmation that the notice convening the AGM was duly sent to all members, directors, and auditors within the prescribed time.
(f) Auditor's Report: Whether the Auditor's Report contained any qualification, reservation, or adverse remark — if yes: the Chairman's response/explanation.
(g) Each Resolution: For every item of business: (i) brief description of the item, (ii) explanatory statement taken as read (for special business), (iii) key points of discussion (if any — without attributing views to specific members unless requested), (iv) full text of the resolution ("RESOLVED THAT..."), (v) whether passed unanimously or with dissent (vote count for e-voting/poll), (vi) type of resolution (Ordinary/Special).
(h) E-Voting Results: Scrutinizer's report — votes in favor, votes against, invalid votes, percentage, and declaration of result for each resolution.
(i) Chairman's Remarks: Summary of the Chairman's speech/overview of company performance (optional but customary at AGM).
(j) Audit Committee Chairman: Whether the Audit Committee Chairman was present and available for member queries (Section 177(8)).
(k) Conclusion: Time of conclusion and vote of thanks.
Recording Style — Narrative vs Resolution
SS-2 allows two styles:
Narrative Style: Records the discussion, questions raised by members, responses by the Chairman/management, and then the resolution. Provides more context but is lengthier. Suitable when: significant discussion took place or members raised important questions.
Resolution Style: Records only the resolution text with a brief description of the item. Cleaner and more concise. Suitable for routine items where no significant discussion occurred.
Most companies use a hybrid approach — narrative for items where discussion was significant (especially AGM items where shareholders asked questions), and resolution style for routine items.
What Should NOT Be Included
SS-2 Para 14.7 states that minutes should NOT contain: (a) any matter that is defamatory of any person, (b) any matter that is irrelevant or immaterial to the proceedings, (c) any detrimental remarks against any person unless the person requesting the recording is willing to have the remark attributed to them.
Timeline for Preparation and Signing
(a) Preparation: Minutes must be prepared within 15 days of the conclusion of the AGM (SS-2 Para 14.9).
(b) Entry in Minutes Book: Within 30 days of the AGM.
(c) Signing by Chairman: The Chairman must sign the minutes within 30 days of the AGM. Each page must be initialed and the last page must be fully signed with the date of signing.
(d) Confirmation: Unlike Board Meeting minutes (which are confirmed at the next meeting), AGM minutes do NOT require confirmation at the next AGM — they are signed by the Chairman and entered in the Minutes Book.
Minutes Book Maintenance
Under Section 118: (a) minutes must be maintained in a Minutes Book — physical (bound register with consecutively numbered pages) or electronic (under Section 120), (b) separate books for Board Meetings and General Meetings, (c) maintained at the registered office, (d) pages must be consecutively numbered, (e) no blank page or space between minutes of two meetings, (f) minutes must be preserved permanently — no destruction permitted.
Inspection Rights — Section 119
Members have the right to: (a) inspect minutes of GENERAL MEETINGS (not Board Meetings) during business hours at the registered office — without charge, (b) obtain copies of general meeting minutes within 7 days of request — on payment of prescribed fee (Rs. 10 per page). For listed companies: minutes (excluding confidential items) should be uploaded on the company website within 30 days of the AGM.
Legal Effect of Signed Minutes
Under Section 118(7): minutes signed by the Chairman are prima facie evidence of the proceedings — presumed correct unless proved otherwise. Under Section 118(8): if minutes have been recorded in accordance with the Act: (a) the meeting is deemed duly called and held, (b) quorum was present, (c) all appointments at the meeting are deemed valid. This gives minutes enormous legal weight — making accuracy in drafting critical.
Penalty for Non-Compliance
Section 118(11): if a company fails to comply with Section 118: the company and every officer in default: fine of Rs. 25,000 + Rs. 5,000 per day of continuing default. Additionally: improperly maintained minutes create a negative presumption in legal proceedings — courts presume that proper procedures were not followed if minutes are absent or defective.
Practical Tips for AGM Minutes
(a) Prepare draft before the AGM: Draft the standard portions (header, attendance, routine resolutions) before the meeting — then add discussion points and results after. (b) Record member questions: If members ask important questions during the AGM: note the substance of the question and the Chairman's/management's response — this demonstrates transparency. (c) E-voting results: Obtain the Scrutinizer's report promptly and include the exact vote counts in the minutes. (d) Chairman's review: The Chairman should review the draft minutes and suggest corrections before signing. (e) Consistency: Follow the same format for every AGM — this makes the minutes professional and easy to compare year over year.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.