HAND NOTE FOR DRAFTING BOARD/COMMITTEE
MEETING MINUTES
By
CS K VINOTH CS D HEM SENTHIL RAJ
INTRODUCTION:
This purpose of
this article is to give a brief overview of key points to be kept in mind while
preparing the Minutes of Board/Committee Meeting in line with the Companies
Act, 2013 and rules framed thereunder and Secretarial Standard (SS) – 1 as issued by the Institute of Company
Secretaries of India (ICSI).
MANDATORY CONTENTS TO FORM PART OF THE
MINUTES
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Minutes should
specify the following
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Serial number
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Type of meeting
(Board/Committee)
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Name of the Company
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Day
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Date
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Time of Commencement and
Conclusion of the Meeting
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Full address of the venue at
which the Board/Committee Meeting held.
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Record of election, if any, of
the Chairman of the Meeting.
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Record of presence of Quorum.
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The names of Directors who
sought and were granted leave of absence.
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Minutes shall record the name
of the Directors present in the meeting specifically by mentioning their mode
of participation in the meeting. (Physical or Electronic)
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In case of a Director
participating through Electronic Mode, his particulars, the location from
where and the Agenda items in which he participated shall also be recorded in
the Minutes.
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Name
of the person present shall start with the Chairman name and name of the
other directors present in the meeting shall be recorded either in
alphabetical order or in any other logical manner.
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Name of the Chief Financial
Officer and Company Secretary in attendance shall be recorded in the minutes.
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Name
of the Invitees, if any or invitees present for specific items shall be
recorded in the minutes. The capacity in which an
Invitee attends the Meeting and where applicable, the name of the entity such
Invitee represents and the relation, if any, of that entity to the company
shall also be recorded.
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Noting
of the Minutes of the preceding Meeting.
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Noting
the Minutes of the preceding Meetings of the Committees.
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Resolution
passed by circulation shall form part/noted in the next meeting of the Board,
the text thereof with assent or abstention, if any shall be recorded in the
minutes and the fact that the interested directors are not voted shall be
included in the minutes.
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The
fact that an Interested Director was not present during the discussion and
did not vote on such item of business shall be included in the minutes.
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The views of the Directors
particularly the Independent Director, if specifically insisted upon by such
Directors, provided these, in the opinion of the Chairman, is not defamatory
of any person, not irrelevant or immaterial to the proceedings or not
detrimental to the interests of the company.
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If any Director has
participated only for a part of the Meeting, the Agenda items in which he did
not participate shall be recorded.
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Ratification by Independent
Director or majority of Directors, as the case may be, in case of Meetings
held at a shorter Notice and the transacting of any item other than those
included in the Agenda.
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Apart from the
Resolution or the decision, Minutes shall mention the brief background of all
proposals and summarizes the deliberations thereof. In case of major
decisions being arrived at the meeting, the rationale thereof shall also be
mentioned.
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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 which shall be recorded in the minutes.
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Where any earlier
Resolution (s) or decision is superseded or modified, Minutes shall contain a
reference to such earlier Resolution (s) or decision.
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Items of business taken up in
the Board/Committee shall be serially numbered.
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Minutes shall
record all the appointments of Directors, First Auditors, Key
Managerial Personnel, Secretarial Auditors, Internal Auditors, Cost
Auditors and one level below Key Managerial
Personnel.
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Any change in uniformity in
maintaining the minutes by Board authorization shall be recorded in the
minutes.
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In case of adjourned meeting,
the minutes shall be recorded in respect of original meeting as well as the
adjourned meeting.
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In case of
meeting adjourned for want of quorum, in such a case the fact of adjourned
for want of quorum shall be recorded in the minutes.
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MAINTENANCE AND SIGNING OF MINUTES
1. Minute’s
paper shall be consecutively numbered.
2. Any part or page thereof left blank in Minutes
Book shall be scored out and initialed by the Chairman.
3. Minutes
of the Meeting of the Board shall be signed and dated by the Chairman of the
Meeting or by the Chairman of the next Meeting.
4. 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.
FREQUENTLY ASKED QUESTIONS (FAQ’S)
1.
What
would be the consequence if the Agenda along with notes for the meeting is
circulated on a shorter period; however the notice of the meeting is served as
per SS-1?
As per SS – 1, the Agenda along with notes has to be
served upon to the Directors “Seven Days” prior to the meeting; however the Secretarial
Standard does not specify the provisions or a situation to circulate agenda at
a shorter period & it deals only in case of circulation of notice in a shorter
period.
2.
Whether
change in font size, type and paper printing
of minutes shall lead with change in uniformity of maintaining the minutes,
which shall require the Board’s approval?
As per our understanding and as per SS-1 any change
in uniformity of maintaining the minutes requires prior board’s approval.
3.
Can
a request for Leave of Absence be granted to a Director orally?
Request for Leave of Absence by the Director may be
oral or written and should be recorded in the Minutes.
4.
Whether
minutes are required to be signed within 30 days from the date of Meeting?
No, As per Section 118 of the
Companies Act, 2013 and rules framed thereunder and SS -1 it is not mandatory
to get the minutes signed within 30 days, however the minutes are required to
be finalized and kept in minutes binder within 30 days.
5. Whether Circulation is required
to be serially numbered?
Yes.
6.
Whether
any penal provisions are applicable in case of non-compliance of SS-1?
As per SS-1 there is no penal clause for
non-compliance of SS-1, however in case of Companies Act, 2013, the provision
of Section 118 (11) is applicable.
SAMPLE
FORMAT OF MINUTES
MINUTES
OF THE S.NO MEETING OF THE TYPE OF MEETING OF COMPANY
NAME HELD ON DAY, DATE, MONTH, YEAR AT TIME AM/PM AT VENUE
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TIME OF COMMENCEMENT OF MEETING : TIME AM/PM
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DIRECTORS/MEMBERS PRESENT
PHYSICAL/ELECTRONIC
MODE :
(AT THE TIME OF
COMMENCEMENT OF MEETING)
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Name of Director
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Category
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IN ATTENDANCE:
Name - Chief Financial
Officer
Name - Company Secretary
ATTENDED BY INVITATION:
Name - Designation
CHAIRMAN OF THE MEETING:
Name of the person was unanimously elected as the Chairman of the
Board/Committee Meeting.
QUORUM:
The
Chairman commenced the proceedings since the requisite quorum was present.
1.
OPENING REMARKS OF THE CHAIRMAN:
At the outset, the Chairman extended a warm welcome to the Members
and commenced the proceedings.
2.
GRANTING LEAVE OF ABSENCE TO MEMBERS:
Since
all the members were present, granting of leave of absence to anyone did not
arise.
3.
TO TAKE NOTE OF THE MINUTES OF THE S.NO
TYPE OF MEETING HELD ON DATE:
Minutes of the S.No type of meeting held on
Date were taken on record.
4.
TO TAKE ON RECORD THE PROCEEDINGS OF
THE COMMITTEE MEETING:
5.
TO TAKE NOTE OF CIRCULAR RESOLUTION:
6.
OTHER AGENDA ITEMS:
7.
QUORUM AT THE
CONCLUSION OF THE MEETING:
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TIME OF CONCLUSION OF MEETING : TIME AM/PM
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DIRECTORS/MEMBERS PRESENT
PHYSICAL/ELECTRONIC
MODE :
(AT THE TIME OF
CONCLUSION OF MEETING)
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Name of Director
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Category
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8.
VOTE OF THANKS:
Date of Preparation
Chairman
By
CS D HEM SENTHIL RAJ
CS K VINOTH
