Minutes of Meeting

Minutes are an official recording of the proceedings of a Board Meeting or Annual General Meeting or any other meeting and the business transacted at the Meeting. All companies registered in India are required to maintain Minutes of all Board and Committee Meetings in a Minutes Book. In this article, we look at the procedure for recording minutes of meeting and minutes of meeting format under the Companies Act, 2013.

What is Minutes of Meeting?

Minutes of meeting is an official record of the proceedings of a meeting. Minutes help in understanding the deliberations and decisions taken at the Meeting. There is no restriction format or language for recording Minutes of meeting. Minutes kept in accordance with the provisions of the Companies Act can serve as evidence in Court of Law. For example, the only way to prove that a Board Resolution was passed at the Board Meeting of the company is by producing the Minutes Book in which the particular Resolution was recorded before the Court.

Minutes Book

Minutes of meeting should be kept in a minutes book maintained for that purpose at the registered office of the company or at a place approved by the Board of Directors. The law prohibits pasting of Minutes in the Minutes Book and hence Minutes cannot be type-written and then pasted in bound Minutes Book or in loose leaves. Minutes should also not be printed on a piece of paper, whether on letter-head or any other paper, and pasted in the Minutes Book. It is with a view to maintaining the integrity and evidentiary value of Minutes. If minutes book is maintained in loose-leaf form, it should be bound periodically depending on the size and volume and coinciding with one or more financial years of the company. Courts have invalidated Board Meetings in the past when minutes are not recorded in a proper book as per Companies Act, 2013. Hence, a minutes book should be distinctly kept and maintained for different meetings such as Meetings of the Board and Meetings of various Committees of the Board.

Minutes of Meeting Format

Minutes of meeting should state the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement of the Meeting. In addition, a minutes of meeting must also specify the following:

Details of Participants

In case of minutes of meeting of a company, the name(s) of Directors present and their mode of attendance must be mentioned. If all Directors are present physically, the Minutes need not specially record the mode of attendance. However, the Minutes should record the mode of attendance if any Director is participating through video conference or other electronic method along with the location from which he/she is participating from. In case a Company Secretary is participating, then the details of Company Secretary must be mentioned. The minutes must record details of any other person who is in attendance and invitees. Finally, the minutes of meeting must record the names of Directors who sought and were granted leave of absence.

Election & Quorum

The minutes of meeting must contain a record of election of the Chairman of the Meeting, if applicable. Further, it should also contain details of presence of Quorum. If at the commencement of the Meeting, Quorum is present, but subsequently any Director leaves before the close of the Meeting due to which the Quorum requirement is not met for businesses taken up thereafter, then the Meeting should be adjourned and a statement to that effect should be recorded in the Minutes.

Details of Resolution Passed

The minutes of meeting should contain the text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any. If any Director on the Board dissents or abstains from voting on any of the Resolution passed by circulation, then such dissent or abstention should be recorded in the Minutes of Meeting.

Details of Dissent & Views of Independent Directors

The views of a Director or an Independent Director must be mentioned in the minutes of meeting, especially if insisted upon by a Director or any other person in the meeting. Further, the fact of dissent and the name of the Director who dissented from the Resolution or abstained from voting on a resolution must be mentioned in the minutes of meeting.

Related Party Transactions

In case of a private limited company, the Minutes of Meeting should record the fact that an interested Director after disclosure of his interest participated in the discussion and voted. If a Director did not participate in the discussions and did not vote on item of business in which he was interested and in case of related party transaction, then such information must also be recorded in the minutes.

Miscellaneous Items

Consideration of any item other than those included in the Agenda with the consent of majority of the Directors present at the Meeting and ratification of the decision taken in respect of such item by a majority of Directors of the company Minutes should be mentioned in the minutes.

Thanks & Closing of the Meeting

If any thanks are to be mentioned, it can be provided before the closing. Finally, the time of commencement and conclusion of the Meeting should be recorded in the minutes.

SAMPLE MINUTES OF FIRST BOARD MEETING

Minutes of the first Board Meeting of ....................... (Company Name), held on ....................... (Day), ....................... (Date, Month and Year) at ....................... (Venue) from ....................... (Time of Commencement). Present:

……………. (in the Chair)
…………….
…………….
…………….

In attendance:

……………

Company Secretary

……………

Chairman for the Meeting

Mr.………….. ………..was elected as the Chairman for the Meeting.

Quorum

The business before the Meeting was taken up after having established that the requisite Quorum was present.

Leave of Absence

Leave of absence was granted to Mr./ Ms. X who expressed his inability to attend the Meeting owing to his pre-occupation.

Certificate of Incorporation

The Board was informed that the company has been incorporated on .……… and the Directors noted the Certificate of Incorporation No……………. of …….…, dated ……..... issued by the Registrar of Companies,…………………....

Memorandum and Articles of Association

A printed copy of the Memorandum and Articles of Association of the company as registered with the Registrar of Companies, ………….was placed before the Meeting and noted by the Board.

Registered Office

The Board noted that the Registered Office of the company will be at …………….., the intimation of which has already been given to the Registrar of Companies,……………….

First Directors

The Board noted that in terms of Article ............. of the Articles of Association of the company, Mr.………, Mr.….………and Mr.…………… are the first Directors of the company.

Appointment of First Auditors

Reference was made to Mr. …………….’s note dated ……….. on the subject, as circulated. The Chairman stated that pursuant to Section 139 of the Companies Act, 2013, First Auditors are to be appointed within thirty days from the registration of the company. For this purpose, Messrs. ……………....., Chartered Accountants,……………....., had been approached to act as the first Auditors of the company. A letter received from Messrs. ……………....., conveying their consent was placed before the Directors. The Board, after discussion passed the following Resolution: “RESOLVED THAT Messrs. ..............., Chartered Accountants, …., ......, be and are hereby appointed pursuant to Section 139(6) of the Companies Act, 2013, as the first Auditors of the company at such remuneration as may be fixed by the Board in consultation with the Auditors to hold office from the date of this Meeting till the conclusion of the first Annual General Meeting of the company.” “RESOLVED FURTHER THAT the Director/Company Secretary be and is hereby authorised to make the necessary filings with the Statutory Authorities”. Opening of Bank Account The Chairman informed the Board that it is proposed to open a current account in the name of the company with ................Bank. The Board agreed with the same and passed the following Resolution: “RESOLVED THAT a current account be opened in the name of ……... Limited with the …....... Bank, ……..., and that the Bank be instructed to honor all cheques, bills of exchange, promissory notes or other orders which may be drawn by/ accepted/ made on behalf of the company and to act on any instructions so given relating to the account, whether the same be overdrawn or not, relating to the transactions of the company and that any two of the following Directors/officers of the company, jointly, namely:

........................
........................
........................

Issue of Share Certificates

Reference was made to Mr. …………….’s note dated ……….. on the subject, as circulated. The Chairman informed the Board that Mr.……., Mr……... and Mr. ……..., who are subscribers to the Memorandum of Association of the company, had each agreed to take and have taken______ (__________) equity shares in the company. He further informed the Board that pursuant to Section 2(55) of the Companies Act, 2013, the names of the said subscribers to the Memorandum of Association have been entered in the Register of Members and that equity share certificates are required to be issued to them. The Board agreed with the same and passed the following Resolution: “RESOLVED THAT Mr.………., Mr.………. and Mr. ……….., the subscribers to the Memorandum of Association of the company who had agreed to take and have taken__________ (__________) equity shares each of the company, be issued equity share certificates and that Mr.………. and Mr.…………….., Directors of the company, and Mr.…………..., Company Secretary, be and are hereby authorised to sign the said certificates.”

Next Board Meeting

It was decided to hold the next Board Meeting at……......... a.m./ p.m. on………. (Day), ……….. (Date, Month and Year) at……….. (Venue).

Conclusion of the Meeting

There being no other business, the Meeting concluded at .... (Time) with a vote of thanks to the Chair. Place: ....................... Date: ........................ Signature of Chairman