Maintaining Minutes of the meetings In India

Minutes are the protocols or the written records of the meeting or the hearing. It basically describes the happening of the meeting. It is mandatory for all the companies registered under the Companies Act 2013 or the companies Act 1996 to file the minutes of every board meeting and committee meeting conducted with the registrar of companies.

The minutes shall be prepared in the prescribed manner and shall be signed by the chairman. Certain guidelines have been prescribed by the ministry of corporate affairs regarding the manner in which minutes of the meetings shall be prepared. These prescribed guidelines are as followed-

1. A book shall be prepared for recording the minutes. Further separate books shall be prepared for the Board meetings and related Committees meeting.
2. Minutes can be maintained in either electronic or physical form with Timestamp
3. Minutes can be maintained in loose-leaf form. However, they must be bounded regularly.
4. A proper format must be followed for recording the minutes. General content is mentioned first and then the specific content is mentioned.
5. Utmost care shall be taken that the minutes recorded are according to the proceedings of the meeting and should very accurate. The minutes must be written in past tense and in a third person form. Nonetheless, resolutions are recorded in the present tense.
6. After a proper recording, the minutes are circulated amongst all the directors within a span of fifteen days. The Directors are allowed to make their comments. Then these comments should also be recorded in the minute’s book in a span of seven days from the circulation.
7. Prior to record any kind of data, the date of entry, as well as the date of the meeting, must be recorded. In addition to this, all the recording must be made by the Company Secretary. The company, however, may appoint someone else in case of the absence of the CS.
8. The minutes must be signed by the Chairman of the specific or the next meeting along with the date and the place. If minutes are recorded electronically, then digital signing is to be done.
9. Any Director, Auditor or Company Secretary of the Company is empowered to inspect the minutes.

Contents

The contents of the minutes can be divided into following two parts-

1. General contents- The general contents of the minutes shall include the following-

a) State at Beginning

In the starting of the minutes following shall be stated

• The serial number of the meeting
• Type of the meeting
• Name of the company
• The day, date, venue and the time of commencement of meeting
• The conclusion of the meeting

Person Present at the meeting

• The names of all the directors present physically
• The names of the directors present through the electronic mode
• Company Secretary who is in attendance at the meeting
• Invitees, if any, (this includes Invitees for specific items)

Important Notes

• The name of the directors shall begin with the name of the person in the chair.
• The name of the other directors must be stated in the alphabetic order.
• 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

2. Special Contents- After stating the general contents of the minutes the special contents must be mentioned. It will include the following-

I. Any Record of Election of Chairman of Meeting

• In case there is a Chairman of the Board, then the same person will be Chairman of the Board Meeting.
• If there is no Chairman of the Board, and if there is a Chairman but he is absent then the directors must appoint any person from themselves as Chairman of the Meeting.

II. Granting of Leave of Absence

• When a director is absent and is given leave of absence to Company, then the Chairman will record the Leave of Absence.
• The Company must receive a Letter of "Leave of Absence "from the absent director.

III. Record Mode of Attendance of Director

The presence of the director along with the mode of presence i.e. Physical or through electronic mode shall be recorded by the chairman.

IV. Record presence of quorum

• The Chairman must check the quorum and record the details of the same.
• Record Details of the Director present through video conferencing
• In case any director is participating through video conferencing then the Chairman will record the following: His particulars, his location and the Agenda items in which he participated.
• This is done by roll call. The Chairman will take a roll call of directors present through video commencing.

V. Recording the Minutes of the preceding Meeting

In the Board Meeting, the company will take note the Minutes of last board Meeting by circulation of the signed copy of minutes to all the present directors. This is same in the case of Private Limited Company.

VI. Minutes of the Meetings of the Committees

In case any committee is merged by the Company, then in the board meeting of the Director Company will take note the minutes of Committee Meeting.

VII. Recording of the resolution passed by the circulation

• When the company has passed any resolution by circulation resolution then the company will take noting of such resolution in the upcoming minutes.
• If any Director participates only for only a part of the Meeting, the Agenda items in which he did not participate.

If a director is interested in any resolution, then at the time of the passing of that resolution mention about the interest of that director.

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