MINUTES OF LAST BOARD MEETING
It is not mandatory to place the minutes of the last board meeting at the present board meeting. Also there is no law requiring confirmation of minutes of the previous meeting of the board of directors. The confirmation of minutes reflects an accurate record of the decisions made at the previous meeting. It is done to take note of what all was discussed at the last board meeting and whether the duties and responsibilities assigned to the authorized persons had been performed or not. In other words, it is to review the operations and activities those were placed at the last board meeting. In this case it is better to mention:
“The minutes of the last board meeting were placed before the board. The members of the board took note of the same”.
As per section 193(1A), “Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed-(a) in case of minutes of proceedings of a meeting of the board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting. (b) in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the Board for the purpose." In such a case where the chairman of the succeeding board meeting signs the minutes of the last board meeting it may be written as “The minutes of the last board meeting as placed before the table was signed by the chairman of the meeting.”
ITEM / AGENDA OF THE MEETING
1. All the items discussed at the meeting should be entered in minutes book serially numbered.
2. Each agenda item discussed and passed whatever should begin with a suitable heading. The heading should be short enough to cover the subject of the item.
3. Where any motion is passed and the resolution needs to be entered in the Minutes book, it should begin with an impressive preamble/small commentary about the agenda item. Preamble should include a brief and summarized background of the proposal and the rationale for taking the decisions. It may begin with “the chairman proposed…………..” or “the members of the board proposed for ……….” or anything depending on the nature of agenda.
4. Where the resolution had been passed, the preamble must also specify the same. It may be written as “ the matter was discussed and following resolution was passed”.
5. Unanimous resolution where passed should be mentioned that it is unanimously passed. Section 316, 372A and 386 of the Companies Act are mandatory and are required to be passed unanimously.
6. All the resolutions passed by way of circulation under section 289 should be noted at the next board meeting and it shall form part of the minutes of such board meeting.
7. As per SS-5, the minutes should be written in third person and in past tense.
8. The minutes of meetings of any committee should be noted at the board meeting.
9. Names of directors dissenting or not concurring with any resolution passed must be stated.
10. Reference about interested directors abstaining from voting is necessary.
11. It is important to note that the audited annual accounts are approved (not adopted) by the directors in their meeting and adopted (not approved) at annual general meeting.
12. Form 24AA required under Section 299 regarding general disclosure of interest should be placed before the board annually.
13. Notice for disqualification of director as required under section 274(1)(g) should be placed before the board annually.
14. There is no special business or ordinary business in regard to board meetings. Similarly there is no ordinary resolution or special resolution.
15. The resolutions should start with words “Resolved that” preferably in capital and bold. They should contain the reference of the sections of the Companies Act, 1956, Memorandum of Association, Articles of Association or any other statutory enactment where applicable and where prior approval of the authority is sought, the name of the authority viz., the Central Government, Company Law Board, Reserve Bank of India etc. Where any statutory form is to be filed, specific authority to sign the form must be mentioned in the resolution.
16. The common seal of the company shall be affixed as per the regulation 84(2) of Table A of Schedule 1 of the Companies Act.
17. Fixation of the date, time and place for the next Board Meeting is not the agenda for the meeting. However, if the articles of the company provides it is better to mention the same through a duly passed resolution. It may be written as “RESOLVED THAT the next meeting of the board of directors shall be held on ……date …. . at …time….. a.m. at ……venue…..”
VOTE OF THANKS / ANY OTHER BUSINESS
Vote of thanks is the formal end to the minutes. It may be written as “There being no other business to transact, the meeting ended with vote of thanks to the chair”.
If any business is discussed without prior agenda it can be incorporated in the heading “Any other business”.
DATE AND SIGNATURES
The minutes are to be signed in accordance with the provisions of Section 193 of the Companies Act. The chairman or the authorized director should initial each page of the minutes and sign the last page and append to such signature the date on which he has signed the minutes.
For a piece of internal secretarial information, kindly check the link below:
MINUTES OF MEETINGS
Best Regards
Ankur Garg