Minutes of the meeting are an integral document of the Company, which need to be prepared and maintained in an equivalent manner with that of books of accounts. 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.
Good drafting of minutes is as essential as that of preparing the deeds and contracts. The subject should be precise and in simple language that the reader can understand it even years later. Thus, minutes has got its importance in the provisions of Companies Act 2013 and Secretarial Standards issued by ICSI as a statutory requirement for the Corporates.
An attempt as been made to provide the minutes of the Board Meetings as per the SS-1 on Board Meetings, which is illustrates below.
Minutes of the Meeting
MINUTES OF THE (SERIAL NO.) MEETING OF THE BOARD OF DIRECTORS OF....................... LIMITED HELD ON....................... (DAY),....................... (DATE, MONTH AND YEAR), AT....................... (TIME), AT...................... (VENUE)
(Page No at the end of every page)
Director Present
1............................
2............................
3............................
4...........................
In Attendance:
1............................
2............................
Invitees:
1............................
2............................
1. Chairman of the Meeting
Mr. …………. …….. was unanimously elected the Chairman of the Meeting and welcomed the board members and the invitees to the meeting.
2. To Grant Leave of absence
Leave of absence from attending the meeting was granted to Mr. M.N. and Mr. O.P.
3. Confirmation of Quorum
After ascertaining that the requisite directors were present to form quorum, Chairman declared that the meeting is open. Chairman welcomed all the directors, invitees and (any other person) to the Board Meeting of the (Name of the Company).
The chairman with the consent of the members conveyed the notice and agenda calling Board Meeting and the same was taken on read.
4. Confirmation of Minutes of Previous Board Meeting
Minutes of the previous Board Meeting was held on …….. (Day, date, month and year) were placed before the meeting and the same was read, confirmed and signed.
The Chairman then transacted business of the Board Meeting as per the agenda laid before the meeting on the following items.
5. Register of Contracts
The Register of Contracts was signed by all the Directors present.
6. Notices of Disclosure of Interest
The Chairman placed down the notices, received from the Directors of the Company, notifying their interest in other bodies corporate pursuant to the provisions of Section 184 of the Companies Act, 2013, were read and recorded by passing the following resolution:
“RESOLVED that pursuant to section 184 and other applicable provision if any, of the Companies Act 2013, read with Rule 8 & 9 of the Companies (Meetings of Board & Its Powers) Rules 2014, notice of disclosure of interest in Form MBP 1 given by all the following directors of the Company, be and is hereby noted and taken on record as follows:
- Mr. ………………..
- Mr. ……………….
- Mr. ………………
- Mr. ……………….
“RESOLVED FURTHER that Mr. ………. be and is hereby authorized to file necessary returns with the Registrar of Companies, Tamil Nadu, in Compliance with provision of Indian Companies Act 2013 and do all such acts, deeds and things as may be deemed expedient in relation thereto”
7. Share Transfer
The Share Transfer Register of the Company was placed before the meeting and the following Resolution was passed:
“RESOLVED that the share transfers Nos. …….. to ………. inclusive consisting of …………. Equity shares of the company be and is hereby approved and the names of the transferees be entered in the Register of Members.”
“RESOLVED FURTHER that Mr. ………………., ………….., be and is hereby authorised to take further necessary action with regard to the transfer of shares approved by the Board.”
8. Approval of Annual Accounts for the Year Ended 31st March 201x.
The Chairman placed before the Board the audited Statement of Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for their approval of Annual accounts for the year ended 31st March, 201X. The Board approved the same and authorise to sign the Annual Accounts on behalf of the Board and thereafter forwarded the same to the auditors for their report thereon.
The Auditors thereafter submitted their report on the accounts. There were no adverse comments on the accounts. The Chairman placed the Audited accounts along with the Auditors Report thereon and it is resolved as follows:
"RESOLVED that audited Statements of Accounts for the year ended on 31.3.201X and the Auditors Report thereon are hereby approved and adopted by the board and the same may be circulated to the members of the company for approval in the upcoming Annual General Meeting".
“FURTHER RESOLVED that Mr…………, Director of the company be and is hereby authorized to file necessary Form MGT-14 with the Registrar of Companies, Tamil Nadu in due compliance with the provisions of Section 179(3) read with Section 117 of the Companies Act 2013 and to do all such acts, deeds and things in relation thereto”.
9. Approval of the Directors’ Report
The Chairman placed before the board a copy of the Directors’ Report along with particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in the prescribed format and the particulars of employees as specified in the Report to be placed in the upcoming Annual General Meeting and the same was approved and adopted unanimously and that Mr. …………, Director is authorised to sign the Directors’ Report on behalf of the Board and forward to shareholders along with the Annual Accounts. Thereafter the following resolution was passed:
“RESOLVED that the Directors’ Report on the Annual Accounts for the year ended 31st March, 201X be and is hereby approved and that Mr……………., Director is authorised to sign the Directors’ Report on behalf of the Board and forward to shareholders along with the Annual Accounts”.
“FURTHER RESOLVED that Mr. …………,Director of the company be and is hereby authorized to file necessary Form MGT-14 with the Registrar of Companies, Tamil Nadu in due compliance with the provisions of Section 179(3) read with Section 117 of the Companies Act 2013 and to do all such acts, deeds and things in relation thereto”
10. Appointment of a Whole-time Director
As the activities of the company are growing, it is proposed to appoint Mr................... who has more than XX years of experience in the company as a Director on the Board, which will be held by him as a Whole-time Director having been in the full-time employment of the Company. He will be paid remuneration in accordance with the Schedule V of the Act and his appointment will be subject to the approval of the Company in general meeting. If the proposal is found in order, the Board with consent pass the following resolution:
“RESOLVED that Mr. ...................... who is in the employment of the company, be appointed a Director on the Board and be deemed to be a Whole-time Director.”
“RESOLVED FURTHER that, subject to the approval of the Company in general meeting, Mr. ................... be and is hereby appointed a Whole-time Director for a period of five years with effect from ..................... on the basis of the remuneration, terms and conditions set out hereunder which are in conformity with Schedule V to the Act, namely:
1. (a) Salary : ` ...................................... per month.
(b) Commission: At the rate of 1 per cent of the net profit of the company.
2. Perquisites as specified by the company”
“RESOLVED FURTHER that necessary certificate signed by the secretary confirming compliance with the requirements of Schedule V in respect of the appointment of the Whole-time Director be filed with the Registrar of Companies in terms of Section 149 of the Act and that an agreement on the basis of the draft circulated to the Directors and hereby approved be entered into with the Whole-time Director after the company in general meeting approves the appointment which will be signed on behalf of the company by any two directors and the Common Seal of the Company will be affixed in their presence.”
“RESOLVED FURTHER that the said appointment shall be placed for approval by the directors in the forthcoming Annual General Meeting by way of ordinary resolution.”
11. Delegation of power to Managing Director
The Chairman stated that it would be advantageous to deploy the surplus funds raised by the company, as and when suitable investment opportunities arise. The Board agreed and passed the following Resolution to authorize the Managing Director to make such investments:
“RESOLVED that Mr. ……………, Managing Director, be and is hereby authorised to make investments in shares, bonds and debentures of financial corporations in such a way that the surplus funds of the company may be beneficially utilized and the said investments may be disposed of as and when necessary and that such investment should not exceed the aggregate value of ` …………….. at any time provided that no investment should be made by the Managing Director in shares of companies in excess of the ceiling prescribed in sub-section (2) of Section 186 of the Companies Act, 2013.”
RESOLVED FURTHER that the Managing Director be and is hereby authorised to sign the applications, receive any moneys in respect of the said investment, furnish receipts and to sign papers to dispose of the investments by sale as and when necessary.”
12. Recommendation of Final Dividend
The Chairman conveyed that the divided is in accordance with the provision of section 20 of the Companies Act, 2013 and recommended for approval of Board. The Board after various deliberations approved the same and passed the following resolutions:
“RESOLVED that Final Dividend at the rate of `.................... per equity share of ` 10 each aggregating ` .......................... be and is hereby recommended for the approval of the members at the forthcoming Annual General Meeting”.
“RESOLVED FURTHER that the dividend, if declared at the Annual General Meeting, be paid, to those shareholders whose names appear in the books of the company on .................... (date of the Annual General Meeting)”.
12. Approval of Notice and date convening the Annual General Meeting:
The Board may authorise calling and holding the forthcoming Annual General Meeting on.................. (day) the ................. 2023 (date) at A.M. /P.M. at................... (place in the city or town). The Board may also approve of the draft notice as circulated to the Board containing the ordinary business considered at the Annual General Meeting and the special business along with explanatory statement and authorise the Secretary to forward the same to the members along with other documents and take all necessary actions in connection with the Annual General Meeting and matters relating thereto.
13. Vote of Thanks
There being no other business, the Meeting ended (Time at which the meeting ended) with vote of thanks to the Chair.
Note:
There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting:
i. is or could reasonably be regarded as defamatory of any person; or
ii. is irrelevant or immaterial to the proceedings; or
iii. is detrimental to the interests of the company.
By Order of the Board
(Name of Chairman)
Chairman
CAclubindia
