BACKGROUND:
The drafting and maintenance of minutes of meetings has traditionally and for long been a core function of the Company Secretary.
Justifiably so, for, the Company Secretary doesn’t merely writes minutes, he writes history- the history of the company, the history of the corporate sector and, in a vicarious manner, of the economy and the country. The minutes are the summary of the distilled wisdom of the Board of directors, their view, thoughts and aspirations that provide strategic guidance and a road map for ensconcing it on the growth trajectory.
No doubt, it is duty of the Companies Secretary to comply with the Secretarial Standard. The Company Secretary, in his role as minutes writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minuting. It is imperative for the Company Secretary to thus keep in mind the rule of interpretation while drafting them.
“After the enforcement of Companies Act, 2013 Ministry of Corporate Affairs (MCA) vide letter No. 1/3/2014-CL-I dated April 10th, 2015 has accorded its approval under Section- 118(10) of Companies Act, 2013.”
As per SS Minutes means “a formal written record, in physical or electronic form, of the proceeding of a Meeting”.
PROVISIONS APPLICABLE FOR PREPARTION OF MINUTES
A. Section 118 of Companies Act, 2013 is relating to Minutes of Board Meeting and Committee Meeting.
B. Rule- 25 of the Companies (Management and Administration) Rules, 2014.
C. Secretarial Standard- I issued by ICSI given the provisions of Maintenance of Minutes.
PROCEDURE OF MAINTENANCE OF MINUTES:
NOTE:
i. Minutes shall be Recorded in Books Maintained for that purpose.
ii. A Distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees.
iii. A Company may maintain its Minutes in physical or in electronic form with Timestap.
iv. Every company shall however follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorized by the Board by way of passing of Resolution.
v. (Company can’t maintain minutes in both manner altogether physical and some in electronic form. Company must be uniform in maintenance of Minutes whether in physical or electronic)
PRECAUTIONS TO BE TAKEN WHILE PREPARING THE MINUTES:
PAGE NUMBRING:
i. The pages of the Minutes Books shall be consecutively numbered. This shall be followed “irrespective of a Break” in the book arising out of periodical binding in case of the Minutes.
(e. g. If Company done two board meeting. Pages in minutes of first Board Meeting was 5 and pages in second Board Meeting was 8 Then pages will be numbered as follow: 1,2,3,4,5,6,7,8,9,10,11,12,13. Minutes should be consecutively numbered without any break).
ii. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp.
iii. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes.
BINDING OF MINUTES:
i. If maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
ii. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
Place of keeping of Minutes:
i. Minutes of the Board Meeting shall be kept at the Registered Office of the company or
ii. If Company want to maintain any place other then Registered Office of the Company, than company will Pass a Board Resolution for the same in the Meeting of Board of Directors.
FINALIZATION OF MINUTES:
CIRCULATION OF DRAFT MINUTES BOOK:
a. Circulation of draft Minutes:
Within 15 (fifteen) days from the date of the conclusion of the Meeting of the Board or the Committee, The draft Minutes thereof shall be circulated to all the directors of the Board or the committee for their comments.
b. MODES of circulation of draft Minutes:
i. By hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means. Except IF,
ii. Director specifies a particular means of delivery of draft Minutes, then Draft Minutes shall be circulate him by such means.
iii. If the draft minutes are sent by speed post or by registered post or by courier, an additional “2 (TWO) Days may be added for delivery of the draft Minutes.
iv. PROOF of sending of draft Minutes and Delivery shall be maintained by the Company.
c. Comments by Directors and Time Period for Comment on draft minutes:
i. The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof
ii. If any Director communicates his comments after the expiry of the said period of seven days, the Chairman shall have the discretion to consider such comments.
iii. In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such Director.
d. Who is entitled to receive draft minutes:
i. Even if director cease to be a Director after a Meeting of the Board he is entitled to receive the draft Minutes of that particular Meeting and comment thereon.
ii. Even if director doesn’t attend Meeting of the Board he is entitled to receive the draft Minutes of that particular Meeting and comment thereon.
ENTRY IN MUNTES BOOK
i. TIME PERIOD for Entry:
a. Minutes shall be entered in the Minutes Book within 30 (Thirty Days) from the date of conclusion of the Meeting.
b. In case of adjourn Meeting:
The Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.
ii. DUTY of Entry in Minutes Book:
a. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.
b. Where there is no Company Secretary, it shall be entered by any other person duly authorized by the Board or by the Chairman.
iii. Record of Entry in Minutes Book:
a. Minutes, once entered in the Minutes Book, shall not be altered.
b. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered.
SIGNING AND DATING OF MINUTES:
A. Who is authorized to sign Minutes?
a. 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.
b. Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting.
How to Sign Minutes?
- The Chairman shall initial each page of the Minutes,
- The Chairman will sign the last page
- The Chairman will mention Date on last Page.
- The Chairman will mention Place on last Page.
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