TAMILNADU MERCANTILE BANK AND ITS EX-COMPANY SECRETARY WAS FINED FOR FAILING TO FINALIZE THE DRAFT MINUTES AND ENTER THEM IN THE MINUTES BOOK

 TAMILNADU MERCANTILE BANK AND ITS

EX-COMPANY SECRETARY WAS FINED  FOR

FAILING TO FINALIZE THE DRAFT MINUTES

AND ENTER THEM IN THE MINUTES BOOK 

TAMILNADU MERCANTILE BANK VS ROC,CHENNAI 

FAILURE TO FINALIZE DRAFT MINUTES AND ENTER THEM IN THE MINUTES BOOK 

TMB conducted a Board Meeting on 28.09.2023 and circulated draft minutes on 06.10.2023. Due to certain changes in the management structure, there was a delay in obtaining approval from Directors. As a result, Minutes were not finalized within 30 days. 

SECTION 118(11) OF THE COMPANIES ACT, 2013 

Section 118(11) of the Companies Act, 2013. It requires that minutes of board meetings be finalized and entered into the minutes book within a  30 days period. Failing which, there are penalties. 

Secretarial Standard 7.4 requires the same as above. 

CONSEQUENCE OF NON-RECORDING OF MINUTES 

• The company is liable to a penalty of ₹25,000 for non-compliance. 

 

• Every officer in default (e.g. Company Secretary, CFO, etc.) is liable to a penalty of ₹5,000. 

DELAY OF 184 DAYS  

Later, Minutes were finalized & circulated on 03.01.2024 (after 184 days) & entered in the minutes book on 28.03.2024. 

HOW TO OVER COME THESE DEFAULTS  

• Fix timelines internally for draft preparation, review, approval, and entry. 

 

• Assign responsibility (often the Secretary/CS) to track and ensure deadlines are met. 

 

• Internal audit / secretarial audit review: Identify gaps in secretarial practices, minutes preparation, etc., to prevent recurrence. 

R V SECKAR , FCS , LLB 79047 19295