Companies Act, 2013 Procedure

Preparation and Signing of Minutes of Board/Committee Meeting

Napur Rathore
Nupur Rathore

Published on: Jul 13, 2020

Introduction

Minutes means a formal written record, in physical or electronic form, of the proceedings of a Meeting. Minutes Book means a Book maintained in physical or in electronic form for the purpose of recording of Minutes.

A distinct minute book shall be maintained for each type of meeting namely

  • General Meetings of the Members
  • Meetings of the Creditors
  • Meetings of the Board
  • Meetings of each of the Committees of the Board

The Following Procedure is to be followed for “Preparation and Signing of Minutes of Board Meeting

  1. Maintenance of Minutes
    • Minutes shall be maintained in Physical or in Electronic form. Minutes in Electronic form shall be maintained with Timestamp.
    • Distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees.
    • Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
    • Minutes Books, if maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
    • Minutes Books shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.
    • Minutes, once entered in the Minutes Book, shall not be altered without Board’s approval.
    • The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the below mentioned grounds that whether it:
      • Is or could reasonably be regarded as defamatory of any person or
      • Is irrelevant or immaterial to the proceedings or
      • Is detrimental to the interests of the company.
  2. Contents of Minutes
    • Minutes shall state type of meeting, date, venue and time of the meeting.
    • Minutes shall record names of Directors present at the meeting physically or through Audio Visual Means and any leave therein.
    • Record of presence of Quorum
    • Noting of the Minutes of the preceding Meeting.
    • Noting the Minutes of the Meetings of the Committees.
    • The text of the Resolution(s) passed by circulation
    • Interested Director did not participate in any of the resolution
    • The views of the Directors particularly the Independent Director
    • Name of the Director who dissented from the Resolution or abstained from voting thereon.
    • The time of commencement and conclusion of the Meeting.
  3. Recording of Minutes
    • Minutes shall be written in third person and past tense. Resolutions shall however be written in present tense.
    • Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book.
    • The Company Secretary shall record the proceedings of the Meetings and where there is no Company Secretary, any other person duly authorised 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.
  4. Finalization of Minutes
    • The draft minutes shall be circulated within fifteen days from the date of the conclusion of the Board Meeting by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee, as on the date of the Meeting, for their comments.
    • Company shall keep the proof of sending draft Minutes and its delivery shall be maintained for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.
    • The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.
  5. Entry in Minutes Book
    • Minutes so finalized by the directors shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting. In case a Meeting is adjourned, the Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.
    • Company Secretary shall record the date of entry of the Minutes in the Minutes Book and where there is no Company Secretary, it shall be entered by any other person duly authorised by the Board or by the Chairman.
    • Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board and the fact of such alteration shall be recorded in the Minutes of such subsequent Meeting.
  6. Signing of Minutes
    • Minutes of the previous Meeting may be signed either by the Chairman of that Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting.
    • The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally
    • The Chairman shall score out any blank space in a page between the conclusion of the Minutes and his signature.
    • Company shall circulate a copy of the said signed Minutes, certified by the Company Secretary or where there is no Company Secretary by any Director authorised by the Board, to all the Directors as on the date of the Meeting and appointed thereafter, except to those Directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes, within fifteen days of signing of the Minutes.
    • Company shall keep the proof of sending signed Minutes and its delivery shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.
  7. Preservation of Minutes and other Records
    • Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.
    • Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved for eight financial years
    • Minutes Books shall be in the custody of the Company Secretary.
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