Paragraphs 7 3 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.
Once the meeting is over, the work on the minutes begins. Paragraphs 7.3 to 7.7 of SS-1 set out how minutes are written, circulated for comment, entered in the minutes book, signed and later inspected, with firm time limits at each step. This article follows those steps in order; a minutes tracker from compliance documentation support keeps each deadline in view.
The version explained here is SS-1, 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 inconsistent, the Act prevails.
Send the draft minutes within fifteen days of the meeting's conclusion. Directors comment within seven days of circulation. Enter the minutes in the book within thirty days of the conclusion. The Chairman signs and dates them, and a certified copy goes to Directors within fifteen days of signing. Once entered, minutes can be altered only by express Board approval at a later meeting.
Recording (7.3)
The minutes contain a fair and correct summary of the proceedings. The Company Secretary records the proceedings, or where there is none, a person authorised by the Board or the Chairman. The Chairman ensures they are correctly recorded and has absolute discretion to leave out matters that are, or could reasonably be regarded as, defamatory, irrelevant or immaterial, or detrimental to the company.
Style rules:
- clear, concise, plain language, in the third person and past tense, with resolutions in the present tense;
- not an exact transcript; if a Director wants his view recorded verbatim, the Chairman's decision is final;
- unsigned documents tabled at the meeting that were not part of the notes on agenda and on which a decision rests are identified by the initials of the Company Secretary or Chairman;
- where an earlier resolution is superseded or modified, the minutes refer to it or state that the new resolution supersedes all earlier ones on that subject;
- minutes of the preceding meeting, and of Committee meetings, are noted at the Board meeting held immediately after their entry in the minutes book.
Finalisation (7.4) and the time limits
| Step | Time limit as printed | Who |
|---|---|---|
| Circulate draft minutes | Within fifteen days from the conclusion of the meeting | Company Secretary, to all members of the Board or Committee as on the date of the meeting, by hand, speed post, registered post, courier, e-mail or other recognised electronic means (or the means the Director specifies) |
| Keep proof of sending and delivery | For the period the Board decides, at least three years from the date of the meeting | Company |
| Directors comment in writing | Within seven days from circulation | Every Director, present or not |
| Late comments | Chairman may consider them if the Board has authorised him | Chairman |
| No comment | Deemed approved by that Director | Director |
| Enter in minutes book | Within thirty days from conclusion of the meeting; for an adjourned meeting, within thirty days of each meeting | Company Secretary |
| Circulate certified copy of signed minutes | Within fifteen days of signing | Company Secretary, to all Directors as on the date of the meeting and appointed thereafter, except those who waived in writing or in the minutes |
A Director who ceases to hold office after a meeting is still entitled to receive the draft minutes and comment, whether or not he attended. The periods are stated as the Standard prints them; count them from the dates in your own records. For a drafting guide, see our article on minutes of a Board meeting.
Entry in the minutes book (7.5)
The Company Secretary records the date of entry, or an authorised person does if there is no Company Secretary. Minutes once entered shall not be altered. An alteration is made only by express approval of the Board at a subsequent meeting at which the minutes are noted, and the fact of the alteration is recorded in that meeting's minutes. The book itself is covered in the previous article and the Act's rules are in our section 118 guide.
Signing and dating (7.6)
| Para | Requirement |
|---|---|
| 7.6.1 | Signed and dated by the Chairman of the meeting or the Chairman of the next meeting. Minutes of the previous meeting may be signed by the Chairman of that meeting at any time before the next meeting, or by the Chairman of the next meeting at that meeting |
| 7.6.2 | The Chairman initials each page, signs the last page and adds the date and place of signing; blank space before the signature is scored out; electronic minutes are signed digitally |
| 7.6.3 | Once signed, minutes shall not be altered except as the Standard allows |
| 7.6.4 | A copy certified by the Company Secretary (or an authorised Director) goes to all Directors within fifteen days of signing; proof is kept at least three years |
Inspection and extracts (7.7)
- Directors may inspect minutes of Board and Committee meetings, including those held before their term. A former Director may inspect meetings held during his term.
- A practising company secretary appointed by the company, the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor can inspect as necessary for his duties.
- Inspection may be physical or electronic. The Company Secretary or an authorised official takes precautions against mutilation or tampering.
- A member of the company is not entitled to inspect the minutes of Board meetings.
- Extracts are given only after the minutes have been entered in the book. A certified copy of a resolution whose text was placed at the meeting may be issued earlier.
- A Director may receive a copy of the minutes of a meeting held before his term, and a signed copy of those held during his term even after he ceases to be a Director.
What changed in 2024
The 2024 schedule of amendments lists no change to paragraphs 7.3 to 7.7. The only related change is in paragraph 6.2.2 for circulated resolutions, covered in our article on resolutions by circulation. See the full list in the article on the revised SS-1 and SS-2.
A worked example
Pioneer Chemicals Limited holds a Board meeting that concludes on a Friday. The Company Secretary e-mails the draft minutes to all Directors in the following week, within the fifteen days. Six Directors comment within seven days; one does not reply and is deemed to have approved. The Company Secretary finalises the minutes, enters them in the electronic minutes book with a timestamp within the thirty days and records the entry date. At the next meeting the Chairman signs the minutes of the previous meeting, initialling each page. A certified copy is circulated within fifteen days of signing, apart from one Director who waived his right in writing. The statutory auditor inspects the book during the audit.
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Key takeaways
- Draft within fifteen days; comments within seven; entry within thirty; certified copy within fifteen days of signing.
- Minutes are written in plain third-person past tense, not as a transcript.
- Entered minutes change only by express Board approval at a later meeting.
- The Chairman initials each page and signs the last page with date and place.
- Members cannot inspect Board minutes; Directors and certain professionals can.
Read next
- Paragraphs 7.1 and 7.2 of SS-1: contents of minutes
- Paragraphs 8 and 9 of SS-1: preservation and disclosure
- Drafting minutes of a Board meeting
- 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.