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Minutes of meetings

(Guest)

Hi,

What is the procedure of recording, signing, numbering and maintaining minutes of board, committee and general meetings ?

Can we maintain minutes book on A4 size paper or is it mandatory to maintain minutes binder for the same ?

Can we keep all the minutes of board / committee and general meetings together in one file in chronological order.

Many Thanks in anticipation.

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15 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 March 2012

Please read Article tips to prepare Good Minutes available at the link below:

/articles/tips-to-prepare-good-minutes-2812.asp

Yes you can take printouts of minutes on A4 size paper. However I would advise you to maintain the same in minute book for your own convenience. However it is not mandatory.

Further after a period of 5-6 months bind them like a book. It is advised by DCA through a clarification.

Yes you can keep all the minutes of board/committee and general meetings together in one file in chronological order. Lakin is sa aapko hi problem hogi. Suppose as a shareholder I want to inspect the GM minutes then you have to segregate the same from other minutes.

Law is silent regarding committee minutes. However you may use the procedure applicable to GMM and BMM.

Note: this reply is drafter without considering the secretarial standard on minutes as the same is not mandatory.

Thanks

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Deepak Gupta (CA Student) (15922 Points)
Replied 14 March 2012

Useful article for your query by ACS P.S. Hariharan

Attached File : 555789 947760 minutes.pdf downloaded: 590 times

(Guest)

Ankur,

I have 2 query :

1. Suppose a board meeting was held on 01 Jan 2012 in which A, B, C are the director and A is chairman. And next board meeting is held on 20 Feb 2012 in which A has resigned and B is chairman of the meeting.

Now I have to get minutes of board meeting held on 01 Jan 2012 signed by B on 20 Feb 2012 (i.e. in the next board meeting) in which A has resigned.

when i take print out of minutes of 01 Jan 2012 which are already recorded, My query is :

in printout of minutes of 01 Jan 2012 I will show A as chairman on the last page (at the end) but actually it is signed by B (chairman of the next meeting), So how to show B as the person signing the minutes?

2. Committee meeting held on 01.01.2012 and next committeee meeting held on 10.03.2012 (Chariman Mr. A) . In the meantime board meeing held on 15.02.2012 (Chariman Mr. B).

So on which date and who will sign the minutes of committee meeting, whether chairman of committee meeting will sign minutes or chairman of board meeing will sign minutes ?

I trust I am able to portray my query legibly.

Looking forward for your expert advise.

Thanks.

(Guest)

What is the best secretarial practice to mention the date of signing on printout of minutes of BM, GM and Committee Meetings since many private companies are closely held and different ppl are appointed as chairman in succeeding BMs hence it is practically a daunting task.

BR,

Neha

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 15 March 2012

1. Minutes of Board meeting held on 1.1.2012 can be signed by B as 'Chairman of next meeting' and dated accordingly as provided in Section 193. In computer printout date should be left blank. Date should be put manually by the Chairman at the time of signing.

2. In case of minutes of Committee meeting also the same should be signed by Chairman of that meeting or Chairman of next meeting of the Committee.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 15 March 2012

Simply present the minutes of 01 Jan 2012 to the chairman Mr. B for signing. He will sign the minutes and mention the date of signing i.e. 20 Feb 2012.

Showing Mr. A as chairman in the minutes of BM dated 01 Jan 2012 and get them signed by Mr. B as chairman of next meeting is perfectly fine for me.

Second query

Don’t confuse yourself. Apply the funda explained above for committee meeting also. It is privilege of chairman committee meeting to sign committee minutes.

For signing purpose no need to mix the proceedings of board meeting and committee meeting. Keep committee meeting fully separate.

Thanks

(Guest)

Text of minutes :

MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY ______________________HELD AT REGISTERED OFFICE OF THE COMPANY MONDAY, 01st JANUARY 2012 AT 10:00 A.M.

PRESENT:

1. Mr. A (Add. Director) (in chair)

2. Mr. B (Add. Director)

3. Mr. C (Director)

APPOINTMENT OF CHAIRPERSON:

Mr. A was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order.

LEAVE OF ABSENCE:

None of the Directors were absent during the meeting.

CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING:

The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson.

DISCLOSURE OF DIRECTORS INTEREST:

The Chairman placed before the Board, Form No. 24AA as submitted by all the Directors of the Company regarding disclosure of interest, as required under Section 299 of the Companies Act. The Forms were considered by the Board and after due discussion the following resolution was passed:

“RESOLVED THAT the general notices of interest pursuant to section 299(3) of the Companies Act, 1956 received from all the Directors disclosing concern or interest be and are hereby received, considered and adopted”

LETTER UNDER SECTION 274(1) (g) OF THE COMPANIES ACT, 1956;

The Chairman placed before the Board letter representations received or made by all the Directors of the Company under section 274(1) (g) of the Companies Act, 1956. Further, he informed that none of the directors is disqualified to be appointed Director under section 274 (1) (g) of the Companies Act, 1956.

NEXT BOARD MEETING:

The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman.

VOTE OF THANKS:

There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur HERE I SHOULD WRITE THE NAME OF MR. A OR MR. B

Dated: (CHAIRPERSON)

DOUBTS ARE FOLLOWING :

1. Above designation of chairman I should write name of Mr. A or B

2. Date will be filled manually.

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 15 March 2012

I have never seen name of Chairman at the last page of minutes in my career.

it is like that:

VOTE OF THANKS

There being no other business to be transacted, the meeting came to an end with a vote of thanks to the chair.

Date:

Place: NEW DELHI CHAIRMAN

Fill date column manually without doubt. On top simply mention the name of Mr. A. Further there is no need to mention the name of Mr. B in the minutes of 01 Jan 2012.

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(Guest)

Thanks a lot Ankur for such a decent explanation.

CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING:

The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson.

The minutes of the previous Board Meeting were placed before the board. The members of the board took note of the same.

WHICH ONE OUT OF THE TWO I SHOULD USE IF MINUTES ARE SINGED BY CHAIRMAN OF NEXT BOARD MEETING. I TRUST I SHOULD USE THE FIRST ONE.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 15 March 2012

“Minutes of the previous meeting of the Board of Directors was placed before the Board and were taken as read and confirmed.”

This is the clause I am using from years. I used to discuss the draft of minutes before the meeting and before attaching the same with next board meeting agenda and make necessary corrections. At the board meeting final minutes in minutes book are presented to the board.

Reason for not using the “draft word”

If you use the first clause with draft word then there is a possibility of correction in the minutes and if this happens you have to again present the final minutes to the board after correction. Even if your draft minutes approves without correction, then also you should present the final minutes to the board in the next BM. It is a tedious process. By this way minutes of 26^th meeting will be finalized and presented to the board in the 28^th meeting with the draft minutes of 27^th meeting.

So the better “practice” is prepare draft minutes after BM and circulate the same to the directors for their inputs and approval before the BM. In the BM circulate the final minutes and get them signed. Right practice is very important to handle board members and our workload….Lolzzz

Regards

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(Guest)

Thanks for wonderful piece of internal secretarial informations :)