Paragraph 17 explained: this guide covers what it 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.
Minutes are the company's proof of what happened at a general meeting. Paragraph 17 of SS-2 tells the Company Secretary how to keep the minutes book, what every set of minutes must record, how to write them, how soon to enter and sign them, and what members and auditors can inspect. A compliance documentation review of the minutes book usually starts with these points.
The version explained here is SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part of SS-2 inconsistent, the Act prevails.
Keep a distinct minutes book for members' meetings, with consecutively numbered pages, at the registered office. Enter the minutes within thirty days of the meeting and have the Chairman sign and date them within thirty days. Once entered they are not altered. Members may inspect minutes of general meetings without charge, for at least two hours each business day, and get copies within seven working days of a written request.
Keeping the books (17.1)
| Para | Requirement |
|---|---|
| 17.1.1 | Minutes are recorded in books kept for that purpose |
| 17.1.2 | A distinct minutes book is kept for meetings of members, creditors and others as the Act requires. Postal ballot resolutions are recorded in the general meetings book |
| 17.1.3 | Physical or electronic form is allowed. Electronic minutes carry a Timestamp. A company uses a uniform and consistent form; any deviation is authorised by the Board |
| 17.1.4 | Pages are numbered consecutively, even across periodic binding, and for electronic books with Timestamp. A blank page or part page is scored out and initialled by the signing Chairman |
| 17.1.5 | Minutes are not pasted or attached to the book or tampered with |
| 17.1.6 | Loose leaves are bound at least once in every three years, with a proper locking device |
| 17.1.7 | The minutes books are kept at the registered office |
The Act's rule on separate books and their custody is in Rules 24 to 26 of the Management and Administration Rules and the section in our minutes book guide under section 118.
Contents (17.2)
General contents (17.2.1). Minutes begin with the company's name, the day, date, venue and start time (and the serial number for an AGM). If a meeting is adjourned, minutes are entered for both the original and the adjourned meeting; for one adjourned for want of quorum, the Chairman or a Director present records a statement to that effect. They name the Directors present, in alphabetical or another logical order starting with the person in the chair, and the Company Secretary.
Specific contents (17.2.2.1). Minutes record, among other things:
| Area | What is recorded |
|---|---|
| Opening | Election of the Chairman, if any; summary of his opening remarks |
| Availability of documents | That the required registers, documents, Auditor's Report and Secretarial Audit Report were open for inspection |
| Attendance | Quorum; members present in person including representatives; number of proxies and shares they represent; presence of the Chairmen of the Audit, Nomination and Remuneration and Stakeholders Relationship Committees; presence of Auditors, the Secretarial Auditor, any Court or Tribunal observers and scrutinisers |
| Reports | Reading of qualifications in the Auditor's Report and the Secretarial Audit Report, as required by paragraph 13 of SS-2 |
| Discussion | Summary of clarifications on agenda items |
| Each resolution | Type, proposer and seconder, and the majority with which it passed. If a motion to modify is moved, the result of voting on it, and the details of voting for the modified text |
| Poll | Scrutinisers' names, votes for, against and invalid |
| Chair changes | That the Chairman vacated the chair for an item and who took it |
| Timing | Time of commencement and conclusion |
E-voting and postal ballot (17.2.2.2). A brief report on the voting, with the resolution proposed, the result and a summary of the scrutiniser's report, is recorded in the minutes book and signed within thirty days from the date of passing, by the Chairman or, if he has died or cannot act, a Director authorised by the Board.
Recording (17.3)
The minutes are a fair and correct summary of proceedings. The Company Secretary records them, or if there is none a person authorised by the Board or Chairman. The Chairman ensures they are correct and has absolute discretion to leave out matters he regards as defamatory, irrelevant or immaterial, or detrimental to the company. They are written in clear, concise, plain language, in the third person and past tense, with resolutions in the present tense; they need not be an exact transcript. Each item of business is numbered for easy reference.
Entry, signing and dating (17.4 and 17.5)
- Entry: within thirty days of the conclusion of the meeting, or for an adjourned meeting, within thirty days of each meeting. The Company Secretary records the date of entry. Entered minutes are not altered.
- Signing: the Chairman of the meeting signs and dates within thirty days; if he has died or is unable to act, a Director present at the meeting and authorised by the Board does so.
- How: the Chairman initials each page, signs the last page and adds date and place; blank space before the signature is scored out; electronic minutes are signed digitally.
A drafting guide is in our article on drafting AGM minutes.
Inspection and extracts (17.6)
- Directors and members may inspect minutes of all general meetings, including postal ballot resolutions. A member may inspect them during business hours without charge, subject to reasonable restrictions under the Articles or a general meeting, but not less than two hours on each business day.
- The company secretary in practice appointed by the company, the Secretarial Auditor, Statutory Auditor, Cost Auditor and Internal Auditor may inspect as needed for their duties.
- Inspection may be physical or electronic, and the Company Secretary or authorised official takes care that the book is not mutilated or tampered with.
- Extracts are given only after the minutes are signed, but a resolution passed at the meeting can be issued earlier if certified by the Chairman, a Director or the Company Secretary.
- A member's written request for a copy of minutes he can inspect is met within seven working days, on payment of any fee the Articles specify. For electronic copies of general meeting minutes from the previous three financial years, the fee prescribed under the Act applies. Copies are certified by the Company Secretary or an authorised officer.
What changed in 2024
The 2024 schedule of amendments lists no change to paragraph 17. It reads as in the earlier version. For the changes elsewhere in SS-2 see our article on the revised SS-1 and SS-2.
A worked example
Orchid Lifecare Limited holds its AGM on 12 September. The minutes record the quorum, 62 members in person, 9 proxies holding 40,000 shares, the Audit Committee chairman's presence, a ruled-out motion to change the dividend figure and the scrutiniser's counts on Resolution 5. They are entered in the electronic minutes book with a Timestamp within thirty days and signed digitally by the Chairman. A member's written request for a copy is met within seven working days.
Need help with minutes?
Minutes that are late, unsigned or silent on the poll are among the commonest findings in a secretarial review. TaxClue's compliance documentation team can prepare a minutes template and a signing tracker for your general meetings.
Key takeaways
- Keep a distinct, consecutively numbered minutes book for members' meetings at the registered office.
- Enter minutes and have them signed within thirty days; entered minutes are not altered.
- Record attendance, proxies, committee chairmen, reports read, each resolution's proposer, seconder and majority, and poll counts.
- Postal ballot and e-voting reports are entered within thirty days of passing.
- Members inspect without charge for at least two hours a business day and receive copies in seven working days.
Read next
- Paragraph 16 of SS-2: postal ballot
- Paragraphs 18 to 20 of SS-2: preservation, AGM report and disclosure
- Drafting minutes of the AGM
- Maintenance of the minutes book under section 118
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.