Minutes :

The minute in a literal sense means a note to preserve the memory of anything. The minutes of a meeting are a written record of the business transacted; decisions and resolutions arrived at the meeting. Section 118 of the Companies Act, 2013 imposes a statutory obligation on every company to cause minutes of all proceedings of general meetings, board meetings and other meeting and resolution passed by postal ballot. Section 119 of the Companies Act, 2013 provides for inspection of minutes-books of general meeting. The statutory requirements relating to keeping of the minutes of meeting are:

(1) Preparation of the minutes of the proceedings of meetings: Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.

(2) Contain fair and correct summary: The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(3) Appointments to be included in the minutes: All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.

(4) Other details: In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—

(a) the names of the directors present at the meeting; and

(b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.

(5) Exemptions to matters from inclusion in the minutes: There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—

(a) is or could reasonably be regarded as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the company.

(6) Absolute discretion of chairman: The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in sub-section (5).

(7) Considered as evidence of the proceedings: The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.

(8) Minutes signifies the validity of the procedure: Where the minutes have been kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.

(9) Matter contained in the minutes shall be circulated: No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.

(10) Adherence of secretarial standards by company: Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.

(11) Default in compliance: If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.

(12) Tampering with the minutes: If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.

Drafting of minutes: The minutes may be drafted in a tabular form or they may be drafted in the form of a series of paragraphs, numbered consecutively and with relevant headings. However, all minutes whether of general meetings, or board meetings, should contain the following particulars:

Particulars of the Meeting

(1) Name of the meeting.

(2) Place, date and time of meeting.

(3) How the meeting was constituted:

Constitution of the Meeting – Present

(a) name of person in the Chair.

(b) names of directors and Secretary.

(c) names of persons in attendance……. Solicitor,……….auditor (in a board meeting).

(d) together with number of members (in general meeting).

Contents of minutes

(4) Serial number of the minute.

(5) Brief subject heading or index of each minute.

(6) Full terms of resolutions adopted.

(7) All statistical figures, amounts, dates, rate of interest, Nos. of Shares, etc.

(8) Specific business upon which decisions were taken.

(9) All appointments of officers, salaries, etc.

(10) Financial and contractual transactions considered by the meeting.

(11) In the case of special resolution number of votes for and against.

(12) Objections and protests raised by members together with the Chairman‟s rulings when members insist on their recording in the minutes, e.g., Mr. A objected to the proposed motion on the ground that it was ultra vires, the Chairman ruled that the motion was in order.

(13) Names of directors dissenting or not concurring with any resolution passed at a Board Meeting.

(14) Reference about interested directors abstaining from voting is necessary.

(15) The Chairman‟s signature and date of verification of minutes as correct.

Specimen Minutes

Minutes of……………….. meeting of the Board of Directors of ABC Limited

held on……………….. the……………….. 2015, at New Delhi

Present:

1. ……………….. Chairman

2. ……………….. Director

3. ……………….. Director

In attendance Secretary

Item No. 1: Leave of absence:

Leave of absence was granted to Saravashri……………….. directors.

Item No. 2: Confirmation of minutes of the……………….. Board meeting:

The minutes of the……………….. meeting of the Board of Directors held on……………….. were considered and confirmed.

Item No. 3: Appointment of Managing Director:

The Board noted the appointment of Shri……………….. director of the company as the Managing Director of the company. In this connection, the following resolutions were passed:

“Resolved that Shri……………….. who fulfils the conditions specified in Parts I and II of Schedule V to the Companies Act, 2013, be and is here by appointed as the Managing Director of the company for a period of five years effective from……………….. and that he may be paid remuneration by way of salary, commission and perquisites in accordance with Part II of Schedule V to the Act.

Resolved further that the Secretary of the company be and is hereby directed to file the necessary returns with the Registrar of Companies and to all acts and things as may be necessary in this connection.”

Item No. 4: Next Board Meeting:

The next meeting of the Board will be held on……………….. the……………….. 20…… at the registered office of the company. The meeting ended with a vote of thanks to the chair.