Maintenance of Minutes for Private Companies

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Minutes are notes of a particular meeting or an official hearing in a company. They are also called protocols. These minutes are a written record of all official and influential gathering of a company. Minutes are a brief account of all the happenings and the attendees of the gathering. They are very essential and are even required in certain legal registrations and procedures. The company secretary, in general, is responsible for maintenance of the minutes.

A lot of companies hire typists to maintain these minutes as they are obviously very essential. A book called the Book of Minutes is maintained to record all these minutes (usually records important meetings like board meetings and other influential events). Minutes are to be maintained properly and they are to be signed by the chairman. A concerning authority reviews these minutes. These are to be maintained by following certain guidelines as mentioned in the Companies Act. Given below are points on how to manage the minutes of your company.

The Companies Act has laid out certain guidelines showing how to maintain the minutes of a Company. They are as follows:

1. The minutes have be recorded in a book. A separate book has to be maintained for the Board meetings and related Committees.
2. Minutes must be maintained in either electronic or physical form with Timestamp.
3. Minutes may be maintained in loose-leaf form but they must be bounded regularly.
4. The recording must be done systematically. General content is mentioned first and then the specific content is mentioned.
5. The minutes must be recorded according to the proceedings of the meeting and must be very accurate. The minutes are to be written in past tense and in a third person form. Nonetheless, resolutions are recorded in present tense.
6. After a proper recording, the minutes are circulated amongst all the directors in a span of fifteen days. The Directors are allowed to make their comments. Then these comments are recorded in the minute’s book in a span of seven days from the circulation.
7. The date of entry, as well as the date of the meeting, must be recorded before recording any other data. Furthermore, the Company Secretary makes all the recording. The company, however, may appoint someone else in case of the absence of the CS.
8. The minutes are to 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. The inspection of minutes by any Director, Auditor or Company Secretary of the Company is allowed.

The content of the minutes:
Content of the Minutes are divided into two parts: General and Specific contents.

General Contents: the general contents include the following:

a) State at Beginning:
At the beginning, the minutes will state the following:
The serial number
Type of the meeting
Name of the company
The day, date, venue and the time of commencement of meeting
The conclusion of the meeting

b) Person Presents:
The names of 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)

Note:
Names of the directors starting with the name of the person in the Chair.
Names of the Directors must be listed in alphabetical order but name of Chair at first.
Name of invitees in the capacity in which an Invitee attends the Meeting.
In case of an invitee attending on behalf of an entity, the name of the entity such Invitee represents and the relation, if any, of that entity to the company must also be recorded

Specific Contents:
After mentioning the general content in Minutes, given below are the specific contents:
a) Record of Election of Chairman of Meeting:
If there is a Chairman of the Board, then that 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.
b) Granting of Leave of Absence:
If a director is absent and is given leave of absence to Company, the Chairman will record the Leave of Absence.
The Company must receive a Letter of “Leave of Absence “from the absent director.
c) Record Mode of Attendance of Director:
The Chairman will record the presence of the director along with mode of presence i.e. Physical or through electronic mode.
d) Record presence of quorum:
The Chairman will check the quorum and record the quorum.
e) Record Details of the Director present through video conferencing:
If any director participates 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.
f) Noting of 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.
g) Noting the Minutes of the Meetings of the Committees:
If any committee is merged by the Company, then in the board meeting of the Director Company will take note the minutes of Committee Meeting.
h) Noting of resolution passed by the circulation:
If the company has passed any resolution by circulation resolution then the company will take noting of such resolution in the upcoming minutes.
i) 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 passing of that resolution mention about interest of that director.

FAQs on Minutes of a Meeting

Q. Is it required to mention the name of director dissenting from any resolution?
The minutes must contain the names of the directors, if any, dissenting from, or not concurring with the resolution

Q. Who has the absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes?
The Chairman of the Company.

Q. Is it mandatory form the companies to observe secretarial standards with respect to general and Board meetings?
Yes, as per section 118(10) it is mandatory for the companies to observe secretarial standards with respect to General and Board Meetings.

Q. If a Company makes any deviation from uniform and consistent form of Minutes, will it require an approval?
Every company will follow a uniform and consistent form of maintaining the Minutes. Any deviation in the form of maintenance will be authorized by the board.

Q. Can minutes of the Board and its committee maintained under same minute Book?
A distinct Minutes Book will be maintained for Meetings of the Board and each of its Committees

Q. Can minutes be pasted or attached to the Minutes Book?
Minutes cannot be pasted or attached to the Minutes Book, or tampered with in any manner

Q. What is to be done if any page of Minutes Book left blank?
It will be scored out and initialled by the Chairman who signs the Minutes.

Q. If a director ceases as a director after the Meeting, is he entitled to receive draft minutes?
Yes, an Director, who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and he is entitled to comments thereon, irrespective of whether he attended such Meeting or not.

Q. Who records the proceeding of the Meetings?
The Company Secretary records the proceedings of the Meetings. If there is no Company Secretary, any other person who is duly authorized by the Board or by the Chairman shall record the proceedings.

Q. Who has the Power of Exclusion of any matters from the Minutes?
The Chairman has the Power of Exclusion of any matters from the Minutes.

Q. Is the verification of documents relevant to resolution necessary, If yes, who will verifies the same?
Yes, verification of documents is necessary and the Company secretary or chairman will verifies the same.

Q. What is the time period for circulation of draft minutes?
The draft of minutes has to be circulated within 15 days of Conclusion of Board Meeting Company to directors of the Company.

Q. what are the modes of circulation of Draft Minutes?
Modes of the circulation of the draft are by hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means.

Q. If a director wasn’t present in the meeting, will he be entitled to receive the draft minutes of the Meeting and entitled to give his comments?
Yes, even if a director is not present in the Meeting, he will get the copy of draft minutes and have the right to comment on the same.

Q. Time period in which director have to comment on the draft minutes.
Director has to comment on the draft minutes within 7 days of circulation of Draft minutes.

Q. Who can inspect the Minutes of the Board Meeting and Committee Meeting?
a) Directors can inspect the Minutes’
b) The Company Secretary in Practice who is appointed by the company
c) Secretarial Auditor,
d) Statutory Auditor
e) Cost Auditor
f) Internal Auditor of the company

Q. If a director resigns/removed/ceased from the directorship of the company, can he inspect the Minutes books?
Yes, a director can inspect the minute’s book even after cessation from the directorship. But “He is entitled to inspect the Minutes of the Meetings held during the period of his Directorship only”.

Q. Can a newly appointed director inspect the Minutes of an earlier Meetings?
Yes, a director can inspect the Minutes of a Meeting held before the period of his Directorship.

Q. Can a member of the company inspect the Minutes of Board Meeting?
No, a member of the company cannot inspect the Minutes of Board Meeting

Q. For how long do the companies have to preserve its Minutes?
The companies have to preserve the Minutes Books for the life time of the Company.

Q. For how long do the companies have to preserve its Notice/Agenda/Notes?
The companies have to preserve the Notice/Agenda/notes for a period of 8 years.

Q. Who is the custodian of the Minutes Book?
The Company Secretary is the custodian of the minute’s book. If there is no Company Secretary, then any director duly authorized by Board for the purpose.

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A lawyer with 14 years' experience, Vikram has worked with several well-known corporate law firms before joining Vakilsearch.

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