Rules 24 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.
Rule 24 requires resolutions and agreements that must be filed to go to the Registrar in Form MGT-14. Rule 25 is the working rule on minute books: separate books, entry and signing within thirty days, who signs, and where the books are kept. Rule 26 gives members copies of minutes of general meetings. This article follows the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
A copy of every resolution or agreement required to be filed, with any section 102 explanatory statement, goes to the Registrar in Form MGT-14 with the fee (rule 24). A distinct minute book is kept for each type of meeting, and minutes are entered within thirty days of the conclusion of the meeting and signed as rule 25 prescribes. A member can ask for a copy of general meeting minutes and gets it within seven working days (rule 26).
Rule 24: filing in MGT-14
Rule 24 says that a copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee. The rule does not list the resolutions or fix a time limit; which resolutions must be filed, and by when, are set by section 117 of the Act. The fee is as provided in the Companies (Registration Offices and Fees) Rules, 2014 (see filing fees by nominal capital and additional fees for delay). A step-by-step guide is at Filing of Resolutions with ROC: When and How to File MGT-14, and the section itself in Sections 117 and 118: Filing Resolutions and Minutes.
Rule 25: minutes of meetings
25(1)(a): a distinct minute book for each type of meeting.
- general meetings of the members;
- meetings of the creditors;
- meetings of the Board; and
- meetings of each of the committees of the Board.
The Explanation says that resolutions passed by postal ballot are recorded in the minute book of general meetings as if they were deemed to be passed in the general meeting.
25(1)(b): entering the minutes.
- (i) The minutes of proceedings of each meeting are entered in the book kept for that purpose, with the date of the entry, within thirty days of the conclusion of the meeting.
- (ii) For every resolution passed by postal ballot, a brief report on the postal ballot (the resolution proposed, the result of the voting and the summary of the scrutiniser's report) is entered in the minute book of general meetings, with the date of the entry, within thirty days from the date of passing of the resolution.
25(1)(d): signing. Each page of every such book is initialled or signed, and the last page of the record of each meeting, or of each report, is dated and signed:
| Record | Signed by |
|---|---|
| Minutes of a Board or committee meeting | The chairman of that meeting, or the chairman of the next succeeding meeting |
| Minutes of a general meeting | The chairman of the same meeting within the thirty days, or if he has died or is unable to sign within that period, a director duly authorised by the Board |
| A resolution passed by postal ballot | The chairman of the Board within the thirty days, or if there is no chairman or he has died or is unable to sign within that period, a director duly authorised by the Board |
The sub-rule numbering of rule 25(1) runs (a), (b), (d), (e), (f), as printed; there is no clause (c).
25(1)(e): general meeting minute books. Kept at the registered office, preserved permanently, and in the custody of the company secretary or any director duly authorised by the Board.
25(1)(f): Board and committee minute books. Preserved permanently, in the custody of the company secretary or any director duly authorised by the Board, and kept at the registered office or such place as the Board may decide.
For the Act's side, see Sections 117 and 118: Filing Resolutions and Minutes and Sections 119 and 120: Inspection of Minutes. Practices on the style and content of minutes are set by the Secretarial Standards, not by the rule. Our board resolution and legal documents service can draft minutes and resolutions to this pattern.
Rule 26: copies of general meeting minutes
Any member is entitled to be furnished, within seven working days after he has made a request to the company, with a copy of any minutes of any general meeting, on payment of the sum specified in the articles of association, but not more than ten rupees for each page or part of a page. A proviso says a member who has requested a soft copy of minutes of general meetings held during the three financial years immediately preceding is entitled to receive the soft copy without charge.
At a glance
| Item | Rule | Period or limit |
|---|---|---|
| Resolution or agreement to be filed | 24 | Form MGT-14, with fee; no time limit in the rule |
| Minutes entered in the book | 25(1)(b)(i) | Within thirty days of the conclusion of the meeting |
| Postal ballot report entered | 25(1)(b)(ii) | Within thirty days from the date of passing |
| Minute books of all meetings | 25(1)(e) and (f) | Preserved permanently |
| Copy of general meeting minutes | 26 | Within seven working days; not more than ten rupees a page |
A worked example
Pinewood Logistics Limited (invented) holds its annual general meeting on 5 September. Its chairman signs and dates the last page of the minutes within thirty days of the meeting, and each page is initialled. The company also passes a resolution by postal ballot; the brief postal-ballot report goes into the minute book of general meetings within thirty days from the date of passing, signed by the Board's chairman. A shareholder asks for a copy of last year's minutes in soft form; as it falls within the three preceding financial years, it is supplied without charge. Another member asks for a paper copy and pays the per-page sum fixed in the articles, within the ten-rupee ceiling, and receives it within seven working days.
Practical points
- Keep one minute book per type of meeting. A single book for Board and committees does not satisfy rule 25(1)(a).
- Plan the diary so that the chairman can sign inside the thirty days; if he cannot, the Board can authorise a director for a general meeting.
- Record the date of the entry as well as the date of the meeting.
- Where minutes are kept electronically, the rules on electronic records apply; see Rules 27 to 31. The notice and proxy side is in Rules 17 to 19.
Need help with minutes and filings?
Missing signatures, unfiled resolutions and a single combined minute book are common findings in a compliance review. We can draft your minutes and resolutions and prepare MGT-14 filings through our board resolution and legal documents service.
Key takeaways
- Rule 24: copies of resolutions and agreements required to be filed go in Form MGT-14 with the fee; the timing comes from the Act.
- Four separate minute books: members, creditors, Board, each committee.
- Enter minutes within thirty days; sign the pages and the last page as the table shows.
- Minute books are preserved permanently.
- Members get copies of general meeting minutes within seven working days, up to ten rupees a page.
Read next
- Sections 117 and 118: Filing Resolutions (MGT-14) and Minutes
- Filing of Resolutions with ROC: When and How to File MGT-14
- Rule 22: postal ballot procedure
- Rules 27 to 31: electronic records, security, penalty and MGT-15
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.