Every company be it private limited company or any other shall have to keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes are nothing but just are the evidences of the proceeding of the meetings in the written forms. Minutes help in recalling the deliberations and decisions taken at the Meeting.
- PROCEDURE OF MAINTENANCE OF MINUTES:
- Minutes shall be recorded in the separate books maintained specifically for that purpose.
- A distinct Minutes Book shall be maintained for different Meetings of the Board and its Committees.
- Minutes can be maintained in electronic form as well provided there should be functionality of timestamp which can record the correct time and date of recording the minutes.
- Every company shall follow a uniform and consistent form of maintaining the Minutes as per the secretarial standard prescribed by the ICSI.
Guidelines to maintain the minutes:
- Minutes shall not be pasted or attached to the Minutes Book, or altered.
- The pages of the Minutes Books shall be consecutively numbered. This shall be also applicable in case Minutes Book maintained in electronic form with Timestamp.
- In case any page or part thereof in the Minutes Book is left blank then it shall be scored out and initialled by the Chairman who has signed the Minutes.
- Binding of Minutes: If the minutes are maintained in loose-leaf form, then it shall be bound periodically depending on the size and volume of pages.
- Place of keeping of Minutes: Minutes of the Board Meeting shall be kept at the Registered Office of the company or it can be kept at some other places as approved by the Board.
- CONTENT OF THE MINUTES:
Content of the Minutes can be divided into two parts:
- General Content
- Specific Content
- General Contents:General Contents include the following items:
At the beginning of minutes you have to state the following matters:
- The name of the company
- Type of the Meeting (Board meeting, Committee meeting, etc)
- The serial number
- Day, date, venue and time of commencement of Meeting as well as conclusion of the Meeting
The requirement of recording the time of conclusion of the meeting is also relevant for the listed company because the SEBI (Listing obligation and disclosure requirements) regulations, 2015 also require the same.
- b) Person Presents:
- Names of the Directors present physically
- Names of the Directors present through E-Mode
- The Company Secretary who is in attendance at the Meeting
- Special Invitees, if any, (including Invitees for specific items)
- The name of the director starting with the name of the person in the Chair.
- The names of the Directors shall be listed in alphabetical order but name of Chair at first.
- The name of invitees in the capacity in which an Invitee attends the Meeting.
- In case of invitee attend on behalf of entity, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded
- Specific Contents:After listing down the general content in Minutes, below given are the specific contents. These comprise of the main proceeding of the meeting. Secretarial standard prescribed the way how to write down those items, which are as follows
- a) Election of Chairman of Meeting :
- In case there is Chairman of the Board, then that person will be Chairman of the Board Meeting, otherwise, directors will appoint any person from themselves as Chairman of the Meeting.
- b) Granting of Leave of Absence:
If any director is absent from the meeting and given leave of absence to Company, Chairman will record the Leave of Absence.
- c) Record Mode of Attendance of Director:
Chairman will record the presence of director along with mode of presence i.e. Physical or through electronic mode.
- d) Record presence of quorum:
Chairman will check the quorum and record the quorum. The quorum shall be not only present in the beginning of the meeting, but throughout the meeting as well.
- e) The mode of attendance of the directors:
In case all the directors are present physically then there is no need to specifically record the mode of attendance but if any director participate through electronic mode then Chairman will record His particulars, the location from where and the Agenda items in which he participated.
This can be ensured by roll call. Chairman will take roll call of directors present through video commencing. SS-1 prescribes a list of the restricted items where a director can not participate through electronic mode.
- f) Noting of the Minutes of the previous Meeting:
In the Board Meeting company will take note the Minutes of last board Meeting including any adjourned meeting.
- g) Noting the Minutes of the Meetings of the Committees:
In case company have constituted any committee then, minutes of the board meeting shall also contain the noting of that committee meeting as well.
- h) Noting of resolution passed by circulation:
If company has passed any resolution by circulation resolution then company will take noting of that resolution in the upcoming board meeting and contain the same in the minutes including the dissent or abstention.
- i)The fact that an interested director was not present during the discussion and did not vote:
Now, this will not be applicable to the private limited company as per the MCA notification dated June5, 2015.
- j) Other items to be mentioned in Minutes:
- Besides the Resolution or the decision, Minutes shall contain the brief background of all proposals and
- summaries the deliberations thereof.
- In case of major decisions, the logic to arrive at decision thereof shall also be mentioned.
- The decisions shall be recorded in the form of Resolutions where it is statutorily or otherwise required
- In other cases, the decisions can be recorded in a narrative form.
- RECORDINGS OF MINUTES:
The shall be recorded in such language which enables the reader to understand what had happened during the meeting.
- a) Minutes shall contain a fair and correct summary of the proceedings of the Meeting:
- The Company Secretary shall record the proceedings of the Meetings.
- Where there is no Company Secretary, any other person duly authorized by the Board or by the Chairman in this behalf shall record the proceedings.
- The Chairman shall ensure that the proceedings of the Meeting are correctly recorded.
The Chairman has the power to exclude from the Minutes any matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings of the meeting or which are against the interests of the company. It is the responsibility of the chairman to ensure that the minutes contain a fair and accurate summary of the proceedings at the meeting.
When draft minutes are circulated to the directors then they may revert to the chairman directly or through company secretary with their suggestions, comments and observations.
- b) Minutes shall be written in clear, concise and plain language:
Minutes is not the exact transcript of the meeting’s proceeding. Minutes should be written in simple language and must be like a brief synopsis of the discussion.
- c) Relevant Documents:
- Any document, report or notes placed before the Board and referred to in the Minutes shall be identified by initialing of such document, report or notes by the Company Secretary or the Chairman.
- Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling of such papers by the Company Secretary or the Chairman and a reference thereto shall be made in the Minutes.
- d) Superseded or Modified Resolution
Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution (s) or decision.
- FINALIZATION OF MINUTES:
- a)Circulation of draft Minutes:
Within 15 (fifteen) days from the date of the conclusion of the Meeting of the Board or the Committee meeting, the draft Minutes the meeting shall be circulated to all the directors of the Board or the committee for their comments.
- b) Modes of circulation of draft Minutes:
The draft minutes shall be circulated either by hand or by speed post or by registered post or by courier or by e-mail.
- c) Comments by Directors on draft minutes:
- The Directors, whether present at the Meeting or not, shall communicate their comments in writing on the draft Minutes within seven days from the date of circulation so that the Minutes can be finalized and entered in the Minutes Book within thirty days.
- If any Director communicates his comments after the expiry of the said period of seven days, the Chairman shall have the discretion to consider such comments.
- In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such Director.
- ENTRY IN THE MINUTES BOOK:
- a) Time limit to enter into minutes book:
Minutes shall be recorded into the Minutes Book within 30 days which are counted from the date of conclusion of the Meeting.
In case of adjourn Meeting:
The Minutes in respect of the original Meeting and the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.
- c) Record of Entry in Minutes Book:
Minutes, once entered in the Minutes Book, shall not be altered or tempered in any manner.
- d) Signing and Dating of Minutes:
Minutes of the Meeting of the Board shall be signed and dated by the Chairman elected for the Meeting or by the Chairman of the next Meeting. Though the minutes can be signed by the chairman of the next meeting but minutes must be finalised by the chairman of the respective meeting so that that can be entered into the minutes book within the 30 days.
How to Sign Minutes?
The Chairman shall initial each page of the Minutes and sign the last page.
Any blank space in a page between the conclusion of the minutes and signature of the chairman shall be scored out.
In case the Minutes are maintained in e-mode, the Chairman of the meeting shall sign the Minutes digitally. Scanned signature of the chairman can not be affixed on the minute. Minutes, once signed by the Chairman, shall not be altered or tempered. Similarly a resolution passed by the board can not be subsequently modified or altered unless the resolution is superseded by passing another resolution on the same item.
Time limit for circulation of Signed Minutes:
A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorized by the Board shall be circulated to all Directors within 15 (fifteen) days after these are signed.
- INSPECTION OF MINUTES of the company:
A director can inspect the minutes of a meeting held even before the period of his directorship. Even a director after ceases to be a director can inspect the minutes of the company.
Following persons can inspect the minutes book of the company
- DIRCTORS” can inspect the Minutes.
- Company Secretary in Practice appointed by the company
- Secretarial Auditor,
- the Statutory Auditor
- the Cost Auditor
- the Internal Auditor of the company
Shareholders of the Company are not entitled to inspect the Minutes Books of the company.
Extract Of The Minutes
Extracts of the Minutes can be given only after the Minutes have been duly entered in the Minutes Book. However, certified copies of any Resolution passed at a Meeting may be issued even before entering into the minutes book, if the text of that Resolution had been placed at the Meeting.
- PRESERVATION OF MINUTE BOOKS:
Minutes books shall be kept permanently, whether in Physical or Electronic form. But when a company has been merged or amalgamated with another company, then minutes of all the meetings