Minutes books

Section 118 requires minutes of every general meeting, board meeting and committee meeting to be prepared, signed and kept within thirty days of the meeting. Secretarial Standards SS-1 and SS-2 set the detail.

What goes in it

• Minutes of each meeting, numbered in sequence
• Signature and date by the chairperson
• An index of meetings

Mistakes that come up

• Minutes written up in a batch months later and signed on one day
• Loose-leaf pages with no serial numbering

Keeping it electronically

Section 120 allows records to be kept in electronic form in the manner the rules prescribe. Rule 27(1) of the Companies (Management and Administration) Rules, 2014 speaks of listed companies and companies with 1,000 or more shareholders, debenture holders and other security holders; for a smaller company, whether Keel holds the register itself or a sealed copy kept beside it is for the company and its company secretary to decide. Rule 28 sets the conditions for electronic records, among them protection against unauthorised alteration, a dated backup at least once a day, records that can be reproduced in readable form, and systems that can "discern invalid and altered records" (rule 28(2)(e)); under it the board names who is responsible, where backups are kept and who has access.

How it is kept on Keel

Keel holds board minutes now: each meeting's minutes are sealed with a fingerprint chained to the entry before, and a correction is a new entry that points at the one it corrects. Minutes of general meetings and committee meetings come later; until they are added, keep them as you do now. See a sealed register of members.