Board and secretarial records in India: what to keep, where and for how long

What counts as a secretarial record?

Secretarial records prove how a company is owned and governed: who its members and directors are, what the Board and shareholders decided, what charges and loans exist, and where directors have a personal interest. They are separate from books of account, and the law treats them differently. Many must be kept at a particular place, in a prescribed form, open to inspection by named people, and the Act treats them as evidence.

Section 95 of the Companies Act, 2013 makes the section 88 registers, their indices and annual return copies prima facie evidence of what they record. Under section 118(8), properly kept minutes mean that, until the contrary is proved, a meeting is deemed to have been duly called and held, and appointments made at it are deemed valid. A gap in these records leaves a gap in the company's own proof of its decisions.

Which statutory registers must a company maintain?

The core set under the Companies Act, 2013 and its rules:

• Register of members (section 88, Form MGT-1 under rule 3 of the Companies (Management and Administration) Rules, 2014), with separate entries for each class of equity and preference shares and an index of names. Registers of debenture-holders and other security holders follow the same section. For shares held in demat form, the depository's register of beneficial owners is deemed to be the register under section 88(3).
• Register of directors and key managerial personnel (section 170, with particulars in rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014), including the securities each holds in the company, its holding, subsidiary and associate companies.
• Register of charges (section 85), with a copy of each instrument creating a charge kept alongside it.
• Register of loans, guarantees, security and acquisitions (section 186(9), Form MBP-2 under rule 12 of the Companies (Meetings of Board and its Powers) Rules, 2014), with each entry made within seven days of the transaction.
• Register of contracts or arrangements in which directors are interested (section 189, Form MBP-4 under rule 16 of the same rules), covering directors' interests disclosed under section 184 and related party contracts under section 188. Rule 16 requires entries to be made at once, and section 189(1) requires the register to be placed before the next Board meeting and signed by all directors present.

Which meeting records must be kept, and how?

Section 118(1) requires minutes of every general meeting, every Board meeting, every committee meeting and every resolution passed by postal ballot to be prepared, signed and kept within thirty days, in books with consecutively numbered pages. Rule 25 of the Management and Administration Rules requires a distinct minute book for each type of meeting: general meetings, creditors' meetings, Board meetings and each committee.

Secretarial Standard SS-1, which section 118(10) makes mandatory, adds the working detail for Board and committee meetings. The 2024 revision, effective from 1 April 2024, applies to all companies except a One Person Company with only one director and, if it has no default in filing financial statements or annual returns, a section 8 company. Its main requirements:

• draft minutes go to all directors within fifteen days of the meeting, and directors have seven days to comment;
• minutes are entered in the minutes book within thirty days, and the date of entry is recorded;
• the Chairman initials each page and signs and dates the last, or signs digitally where minutes are kept electronically;
• a certified copy of the signed minutes is circulated to directors within fifteen days of signing;
• minutes, once entered, are not altered except with the express approval of the Board at a later meeting, recorded in that meeting's minutes;
• an attendance register is maintained for Board and committee meetings.

Where must these records be kept?

The default is the registered office. Section 94(1) requires the section 88 registers and copies of annual returns to be kept there. A company may keep them at another place in India where more than one-tenth of its members reside, if a special resolution approves it. The registers of directors (section 170), charges (section 85), loans and investments (section 186(10)) and interested contracts (section 189(3)) are all expressly to be kept at the registered office.

Minute books differ by type. Under rule 25, general meeting minute books are kept at the registered office. Board and committee minute books may be kept at the registered office or at any other place the Board decides, and SS-1 says the same. SS-1 also lets the Board approve another place for the attendance register.

Custody is assigned too. The rules place the register of members, the MBP-2 and MBP-4 registers and the minute books in the custody of the company secretary, or of another person or director the Board authorises.

Who can inspect them, and at what cost?

Inspection rights differ by record, and a single access policy for "secretarial records" will be wrong for some of them.

• Registers of members and security holders and annual return copies: open during business hours to members, debenture-holders, other security holders and beneficial owners free of charge, and to anyone else for a fee set in the articles of up to fifty rupees per inspection (section 94(2) and rule 14). Rule 14 treats not less than two hours on every working day as a reasonable time. Copies cost up to ten rupees a page. Refusing inspection attracts a penalty of one thousand rupees a day, up to one lakh rupees, under section 94(4).
• Register of directors and KMP: open to members, with copies provided free within thirty days, and open at every annual general meeting to anyone attending (section 171).
• Register of charges: open to members and creditors without fee, and to others for a prescribed fee (section 85(2)).
• Registers of loans and investments, and of interested contracts: open at the registered office, with extracts for members (sections 186(10) and 189(3)). Under rule 16, MBP-4 extracts are given within seven days at up to ten rupees a page, and section 189(4) requires that register to be produced at every annual general meeting.
• General meeting minutes: open to members free of charge for at least two hours on each business day, with copies within seven working days of a request (section 119).
• Board and committee minutes: not open to members. SS-1 lets directors inspect them, including minutes from before they joined. Former directors can inspect minutes from their tenure, and the secretarial, statutory, cost and internal auditors can inspect as their duties require.

How long must they be kept?

Most of the core set is permanent. The register of members and its index (rule 15), the MBP-2 and MBP-4 registers (rules 12 and 16), general meeting minute books (rule 25) and Board and committee minutes (rule 25 and SS-1) are preserved permanently. SS-1 adds that when one company merges into another, the transferee keeps the transferor's minutes permanently, even if the transferor has been dissolved.

A few board papers have fixed periods. Under SS-1, the attendance register is kept for at least eight financial years from its last entry, and office copies of notices, agendas and notes on agenda for as long as they remain current or eight financial years, whichever is later. Both may be destroyed after that only with Board approval. Proof that draft and signed minutes were sent to directors is kept for at least three years from the meeting. Our guide to document retention periods covers the periods for annual returns, debenture registers, books of account and non-secretarial records.

Can secretarial records be kept electronically?

Yes. Section 120 allows any document, record, register or minutes that the Act requires a company to keep to be kept, inspected and copied in electronic form, in the manner prescribed. Rule 27 of the Management and Administration Rules provides that listed companies, and companies with at least one thousand shareholders, debenture holders and other security holders, may keep their records electronically. A 24 July 2014 amendment (G.S.R. 537(E)) changed "shall" to "may", so the rule permits electronic records rather than requiring them. "Records" covers any register, index, agreement, memorandum, minutes or other document the Act requires.

Electronic records must keep the prescribed formats, be readable, retrievable and printable, and be capable of being dated and digitally signed where the Act requires a signature. Once dated and signed digitally, they must not be editable. They must still be capable of being updated as the Act requires, with the date of each update recorded. Rule 29 turns inspection and copy duties into a duty to show the electronic record and supply a clear reproduction, at up to ten rupees a page. SS-1 separately requires electronic minutes to carry a timestamp.

What security does the law require for electronic records?

Rule 28 places responsibility on the managing director, company secretary or another director or officer the Board designates. The responsible person must:

• protect the records against unauthorised access, alteration or tampering, and against loss from failure of the storage media;
• ensure systems can detect invalid or altered records, and that signatories cannot repudiate signed records;
• keep records in a non-rewriteable, non-erasable format such as PDF;
• take at least one backup at intervals of no more than a day, each authenticated and dated, and keep the backups where the Board decides;
• limit access to the people the Board authorises;
• ensure any scan of a paper original is complete, authentic and legible;
• arrange and index records so that any one of them can be located and retrieved easily.

How do you run this as a system rather than a cupboard?

Treat each register and minute book as a record class with five attributes: the provision that requires it, the place it must be kept, its custodian, who may inspect it and on what terms, and its preservation period. Most failures surface at inspection, not filing: a copy that cannot be produced in time, a minutes page altered without Board approval, or Board minutes shown to a shareholder with no right to see them.

Three controls matter most. First, lock signed minutes and register entries, and route any change through a recorded approval, because section 118(12) makes tampering with minutes punishable with imprisonment of up to two years and a fine. Second, record who viewed or copied each record and when, so every inspection request has evidence behind it. Third, check permanent records once a year against the Board's resolutions on place and custody.

IntelloVault, IntelloSync's document management system, provides role-based access, version history with check-in and check-out, retention rules and immutable audit trails, which can support these controls.