SOP on Minutes under Companies Act, 2013 read with SS-1 & SS-2

MINUTES

Governing provisions: Section 118 of Companies Act, 2013 read with Secretarial Standard-1 and Secretarial Standard-2.

As per the provisions of Section 118- Every company shall observe Secretarial Standards with respect to General and Board meetings (including Committee Meeting – as per explanation to Secretarial Standards) specified by the Institute of Company Secretaries of India.

The topic is covered under following heads:

– General Contents

– Circulation

– Signing

– Maintenance

– Preservation

– Meetings of Board through Video Conferencing or other Audio Visual means

Note: The word “Act” under this document refers to Companies Act, 2013 until stated otherwise.

Board and Committee Meeting- (General Contents)

Sr. No	Compliances	Complied or not/Remarks
1.	Minutes shall state the: (usually covered under bold head) > #Serial Number of the meeting; > Type of the Meeting ( Board meeting or *Committee meeting); > Name of the Company; > Day, date, venue; > Time of commencement of meeting; and > Time of conclusion of the meeting. #(Serial Number of the meeting can be numbered consecutively like 1, 2, 3, 4…, or for each financial year like 01/2020-21, 02/2020-21 …) *Which type of Committee? (E.g. Audit Committee, Nomination and Remuneration Committee, etc.)
2.	The names of the Directors present shall be listed in: > Alphabetical order; or > In any other logical manner, but in either case starting with the name of the person in the Chair. (This practice must be followed in all other registers and records pertaining to the specific meeting and should not be changed by the company. Any change thereon shall be recorded in the meeting.)
3.	Minutes shall record the fact that requisite quorum, as *prescribed u/s 174 of Companies Act, 2013, was present at the time of commencement and also throughout the meeting till its conclusion. *As per Section 174, one third of its total strength or two directors, whichever is higher. Directors participating through electronic means shall be included in quorum for items, other than restricted items notified  u/s 173(2) of the Act. Note- Interested director shall be excluded for the item in which he is interested, and thereafter requisite quorum shall be calculated.
4.	In case of a Director participating through Electronic Mode: > his particulars; > the location from where he participated; and > wherever required, his *consent to sign the statutory registers placed at the Meeting. *(As a matter for practice such consent may be taken in the form of an additional agenda item for directors attending such meeting by Electronic means.)
5.	Name of the Company Secretary, in attendance.
6.	In case of person attending the meeting as Invitee: > His name; > His designation; and > Name of the entity which the invitee represents. (E.g.An individual appointed as of Nominee Director by any entity.)
A specimen sample of Minutes of Board Meeting is enclosed as Annexure 1.

Board and Committee Meeting- (Specific Contents regarding Agenda Items)

Sr.No.	Compliances	Complied or not/Remarks
1.	Weather any Director is interested [as defined u/s 2(49) of the Act] in any item of business? (If yes, then minutes shall record the fact that such Director did not participate and vote on the item he was interested.) (Further, such director shall not be present & participate in person or through VC during the meeting) A note may be included as precautionary step as to non-participation of Director in the Agenda. Note-Disclosure of interest by Directors u/s 184 of the Act, shall be referred to for above stated purpose.
2.	Weather the item of business is a Related Party Transaction u/s 188 of the Act? (If yes, then minutes shall record the fact that the interested Director was not present in voting on such item.)
3.	Weather all directors participated in all agenda items of the meeting? (If no, minutes shall specify the items in which the Director or Directors did not participate)
4.	Weather any Director dissented to any Resolution? [If yes, then minutes shall record the fact of such dissent by the director as per section 118(4)(b) of the Act.]
5.	Weather any Director abstained from voting for any agenda item? (If yes, then minutes shall record the fact that such director abstained from voting for the item.)
6.	Weather any *ratification is required by Independent Director or majority of Director? (If yes, then minutes shall record the fact of such ratifications.) *[Ratification is required by Independent Director for meeting called at shorter notice as per section 173(3) of the Act.] Note- For Private Company, such ratification shall be done by Independent Director, if any, or by majority of directors unless the resolution is passed by majority in the meeting itself.
7.	Weather any item was considered in addition to those mentioned in Agenda? (If yes, then such item shall only be considered with the consent of majority of directors and ratified thereon.)
8.	In case of major decisions, the rationale thereof shall be mentioned. It is very important that a proper preamble is drafted for resolutions passed by Board of Directors.
9.	All decisions can be recorded in narrative form, wherever it is not required statutorily or otherwise.
10.	Weather the meeting is adjourned for want of quorum as per section 174(4) of the Act? (If yes, then minutes shall record a statement to that effect by the Chairman or in his absence, by any other director present thereon.)
11.	Weather the meeting is adjourned for reason other than above? (If yes, then minutes shall recorda statement to that effect specifying the reason for adjournment by the Chairman or in his absence, by any other director present thereon.)
12.	Minutes shall include the fact that Chairman stated a summary of the resolutions passed in the meeting.

Board and Committee Meeting- (Circulation of Minutes)

Sr.No	Compliances	Complied or not/Remarks
1.	The draft minutes of meeting of Board or Committee shall be circulated within 15 days from date of conclusion of meeting. (Where a director specifies a particular means of delivery of draft Minutes, these shall be sent to him by such means.)
2.	The directors, shall communicate their comments, if any in writing within *7 days from circulation thereof. *(This period can be extended by Chairman at his discretion.)
3.	Draft Minutes shall be considered deemed approved if no comments are received by such Director.
4.	Weather there is any Director, who ceases to be a Director after a meeting? (If yes, then minutes shall be sent to such director and his comments thereon shall be acceptable, irrespective of him attending the meeting or not.)
5.	Minutes shall be finalized and entered in the Minutes Book within 30 days from the date of conclusion of the Meeting as per Rule 25 of Companies (Management and Administration) Rules, 2014.
6.	In case the meeting is adjourned: – Minutes of both original; and – adjourned meeting, shall be entered in Minutes book within 30 days from date of respective meetings.
7.	The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.
8.	Weather any minutes of a meeting have been altered? (If yes, then such alteration shall be only by way of express approval of Board at subsequent Meeting.)
9.	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.
10.	The Chairman shall: > initial each page of the Minutes; > sign the last page; and > append to such signature the date on which and the place where he has signed the Minutes.
11.	Annexures or other documents place at the meeting which are referred by the Board, shall also be initialed by Chairman and may be preserved for a period of 8 years.
12.	If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally along with time stamp and such practice shall not be altered later.
13.	Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out.
14.	Copy of signed Minutes, shall be circulated to all the Directors, including those appointed thereafter within 15 days.
Reliefs given by MCA for the signing of draft minutes and other documents during COVID has been given in Annexure 3.

Board and Committee Meeting- (Maintenance of Minutes)

Sr. No.	Compliances	Complied or not/Remarks
1.	A distinct *Minutes Book shall be maintained for Meetings of the Board and each of its Committees on permanent basis. *(For each meeting, a binder may be purchased) (Minutes may also be printed on A4 size paper and it need not be maintained only in form of minute sheets.) But company shall note to follow one practice in long-term.
2.	A company may maintain its Minutes in physical or in electronic form. (However, digitally signed minutes must be maintained with time stamp.)
3.	Weather in the Minutes Book, any page or part thereof is left blank? (If yes, then such blank space shall be scored out by the Chairman who signs the minutes.)
4.	Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
5.	Weather there has been a change in the form of maintaining the Minutes? (If yes, then such change shall be authorized by way of express approval of Board.)

Board and Committee Meeting- (Preservation of Minutes and other documents)

Sr. No.	Compliances	Complied or not/Remarks
1.	The Minutes Book of Board or Committee Meetings shall be preserved permanently by the Company as per Rule 25 of Companies (Management and Administration) Rules, 2014. (Minutes Book shall be kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose.)
2.	Minutes Book shall be kept in the registered office *or such place as Board may decide. *(Minutes Book need not only be kept at registered office the Board may pass a resolution to keep the Minute Book at such other relevant place, as it may deem.)
3.	Documents which shall be preserved for eight financial years or as long as they remain relevant/current: > Office copies of Notice; > Agenda; > Notes to Agenda. (Such documents shall be preserved in good order and either in physical or in electronic form.)
4.	Documents which shall be preserved for *period decided by Board from the date of meeting: > Proof of sending Notices, Agenda, and Notes to Agenda; > Proof of sending draft Minutes; > Proof of sending signed Minutes. *( Such period shall not be less than three years and a resolution shall be passed by the Board in this regard in Company’s Archival Policy with respect to maintenance of records for 3 years or beyond such period.)
5.	Annexures or any other document placed at the meeting and referred by the Board may be *preserved in Company file in this regard. *(Period of preservation is not statutorily specified, but as matter of good governance practice such documents may be preserved as per the Archival Policy agreed by the Board.)
A specimen sample of proof of sending Notice, Draft-Minutes, and Signed-Minutes has been given in Annexure 2.

Board and Committee Meeting- (Unpublished Price Sensitive Information)

Sr. No.	Compliances	Complied or not/Remarks
1.	Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than as *specified, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any. *(Period of sending Notice, Agenda, Notes on agenda, etc. shall be sent at least seven days prior to date of meeting.)
2.	The aforementioned *consent may be taken generally at the first Meeting of the Board held in each financial year and also whenever there is any change in Directors. *(As a matter of good governance practice, such consent may be taken in the form of a resolution passed at a meeting.)
3.	If general consent as stated above has not been taken-¾ the requisite consent shall be taken before the concerned items are taken up for consideration at the Meeting. (The fact of consent having been takenshall be recorded in the Minutes.)

Board and Committee Meeting- (Video Conferencing or other Audio-Visual means)

Sr. No.	Compliances	Complied or not/Remarks
1.	A company shall comply with the following procedureas per Rule 3 of Companies (Meeting of the Board and its Powers) Rules, 2014, for conveningand conducting the Board meetings through video conferencing orother audio-visual means- > Roll call for VC Meetings. > Chairman, CS and Company shall provide all facilities for recording and storing the minutes at least before the time of completion of audit of that particular year; and > A director participating as such shall inform prior his *intention to the Chairperson or the company secretary of the company. *(Director may provide the said intention in the form of a declaration which shall be valid for one year.)
2.	Chairman to confirm the attendance of Directors through Electronic Modei.e. roll call for virtual meetings. Director must state – > Full name and location from where he is participating; > the fact that the agenda is received; and > no one else is participating from the location mentioned above shall also be mentioned. (This shall be recorded the same in the Minutes and such declaration is not required to be provided by invitees, however, it is suggested to do so)
3.	Director(s),participating through video conferencing or other audio visual means may place their signature under documents requiring their signature (E.g. Statutory Registers, including Attendance Register), by- – giving their *consent to this effect. *(Such consent shall be recorded in the Minutes.)  As a matter of practice, such consent may be taken in the form of additional agenda item included in the meeting for convenience.
Reliefs given by MCA for the conduct of meeting through audio-visual or other electronic means during COVID has been given in Annexure 3.

Minutes of General Meeting- (Specific Contents)

Sr. No.	Compliances	Complied or not/Remarks
1.	Minutes shall contain a summary regarding the opening remarks given by the Chairman.
2.	Minutes shall contain the fact that certain registers, documents, the Auditor’s Report and Secretarial Audit Report were available for inspection.
3.	Minutes shall specify the number of Members present in person, including representatives. (The company must verify the attendance register maintained specifically for attendance of members.)
4.	Minutes shall specify the number of Proxies and the number of shares represented by them. (The company must verify the attendance register maintained specifically for attendance of proxies.)
5.	Minutes shall record the presence of the members/Chairperson of the- > Directors; > Audit Committee; > Nomination and Remuneration Committee; and > Stakeholders Relationship Committee; or > Authorized representatives of the above. (The company must provide different head for attendance of members of Committees in the attendance register of the meeting.)
6.	Minutes shall record the presence, if any, of the- > Secretarial Auditor; > Statutory Auditors; > Cost Auditors; >  Internal Auditors. > Authorized representatives of above; > Court/ Tribunal appointed observers or scrutinizers. (The company must provide different head for attendance of members of Committees in the attendance register of the meeting.)
A specimen sample of attendance register has been given in Annexure 5.
7.	Minutes shall contain a statement, of Chairman reading qualifications, observations or comments or other remarks on the financial transactions that have any adverse impact or material adverse impact on company.
8.	Minutes must contain a summary of the clarifications provided on various Agenda Items.
9.	Minutes shall specify the name of persons proposing and seconding, in respect of each resolution.
10.	Minutes shall specify the majority with which each resolution was passed.
11.	Weather voting for any resolution was carried out by poll? (If yes, minutes must contain the names of scrutinizers appointed and the number of votes cast in favor and against the Resolution and invalid votes, if any.)
12.	Weather the Chairman has vacated the Chair? (E.g. When the chairman is interested in any item.) (If yes, minutes must contain the fact that he did so and in his place some other Director or Member took the Chair.)
13.	Weather any resolution is passed through e-voting or through postal ballot? [If yes, minutes must contain a brief report on the e-voting or postal ballot conducted including the Resolution proposed, scrutinizer’s report and the result of the voting thereon as per Rule 25 of Companies (Management and Administration) Rules, 2014.]
A specimen sample of Minutes of Annual General Meeting is enclosed as Annexure 4.

Minutes of General Meeting- (Specific points in addition to Board Meeting SOP)

Sr. No.	Compliances	Complied or not/Remarks
1.	No circulation is required in case of minutes of General meeting.
2.	Signing of the Minutes of General Meeting shall be done as in same manner as Board meeting, within 30 days of General Meeting.
3.	The Minute book of General Meetings, shall be kept at the Registered Office of the company.
4.	The Minute Book of General Meeting shall be preserved permanently.
5.	The Minute Book of General Meeting shall be kept in the custody of the company secretary or any director duly authorized by the board.
Guidance given by ICSI for the entry in Minute Book during COVID has been given in Annexure 4.

Annexure 1–Sample Minutes

XYZ PRIVATE LIMITED

MINUTES OF THE 01^ST/2020-21 MEETING OF THE BOARD OF DIRECTORS OF M/S. XYZ PRIVATE LIMITED HELD ON ……DAY, THE …… DAY OF …… (MONTH), 20… AT …… (TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ………

Directors Present:

1. A……….          Director (DIN: …………)

2. B……….          Director (DIN: …………)

3. C……….          Director (DIN: …………)

4. D……….         Director (DIN: …………)

In attendance:

E                                                                               Company Secretary

Invitees:

P….                                                                          Chief Financial Officer

Roll call:

The attendees have made a roll call with respect to their attendance through video conferencing as follows:

Name of attendee	Joining from	Receipt of Agenda papers	Confirmation on non-availability of any other person in the premises
CS Priyanka Rajora	Residence, Hyderabad	Yes	Yes

ITEM # 1: ELECTION OF CHAIRMAN:

A, was elected to the Chair who welcomed the Directors to the first Board Meeting of the Company and commenced proceedings as requisite quorum in terms of Section 174 (1) of the Companies Act, 2013 was present.

ITEM # 2: LEAVE OF ABSENCE:

No leave of absence was granted to any Director as all directors were present physically.

ITEM # 3: TO CONSIDER THE MINUTES OF THE PREVIOUS BOARD MEETING HELD ON ……:

The minutes of the previous Board meeting held on …… as circulated to the Directors were noted and confirmed, and the Board has passed the following resolution:

“RESOLVED THAT the minutes of the previous Board meetings held on …… as circulated among the Directors be and are hereby confirmed.”

ITEM # 4: TO TAKE NOTE OF RESOLUTION PASSED BY CIRCULATION:

The following Resolution was passed by circulation on ………….. (Date of passing of the Resolution) in terms of the provisions of Section 175 of the Companies Act, 2013.

“RESOLVED THAT

………………………………………………………………………………………………………………………………………………”

Mr. ……………………, Director dissented on the Resolution.

ITEM # 5: VOTE OF THANKS:

Chairman stated a summary of all the resolutions passed in the meeting.

There being no other business to be transacted, the meeting concluded with a vote of thanks to the Chairat 12:30 P.M

Date of Circulation:
Date of Entry:

Place: ……

Date: ……                                                                                                                  CHAIRMAN

Annexure 2–Proof of sending Notice, Draft-Minutes, and Signed-Minutes

01^ST/2020-21 MEETING OF THE BOARD OF DIRECTORS OF M/S. XYZ PRIVATE LIMITED SCHEDULED ON ……DAY, THE …… DAY OF …… (MONTH), 20… AT …… (TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ………

Sr. No.	Name of the Director	Attendance	Acknowled-gement of receipt of Notice & Agenda Date:	Acknowled-gement of receipt of draft minutes within 15 days of meeting Date:	Acknowled-gement of receipt of signed minutes within 15 days of signing Date:
1	A
2	B
3	C
4	D

Annexure 3– Reliefs given by MCA during COVID

1.1.3.1 (3rd Para) – Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means. However, in case of a Meeting conducted at a shorter Notice, the company may choose an expedient mode of sending Notice.

Guidance by the ICSI:

The requirement of providing Notice to a Director as per his preferred mode of delivery is provided in the SS-1. This provision should be interpreted accordingly to ensure compliance, wherever, physical delivery of documents is not possible due to COVID 19 lockdown, the company may choose an expedient mode of delivery in sending Notices, including through e-mail to the concerned directors.

However, the company should ensure adequate safeguards, including delivery and retaining proof receipt of such e-mail communication.

2.2.1- The Company shall hold at least four Meetings of its Board in each Calendar Year with a maximum interval of one hundred and twenty days between any two consecutive Meetings.

MCA Relaxation:

The MCA has already relaxed the gap between two meetings, and the consequent relaxation applies to para 2.1 of SS-1 and this para should be interpreted accordingly.

3.2.2 Meetings of Committees – Committees shall meet as often as necessary subject to the minimum number and frequency prescribed by any law or any authority or as stipulated by the Board.

MCA Relaxation:

The MCA has already relaxed the provision with regard to the time gap between two board meetings, consequentially the relaxation applies to in respect of committee meetings.

4.2.3 – Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.

MCA Relaxation:

The MCA has already relaxed the provision in respect of meetings of Independent Directors, and the consequent relaxation applies to para 2.3of SS-1 and this para should be interpreted accordingly.

5.7.3.3 – Wherever the decision of the Board is based on any unsigned documents including reports or notes or presentations tabled or presented at the Meeting, which were not part of the Notes on Agenda and are referred to in the Minutes, shall be identified by initialing of such documents by the Company Secretary or the Chairman.

Guidance by the ICSI:

Due to the COVID 19, all the meetings are now invariably having to be conducted through Video Conferencing and the agenda papers are being circulated by e-mails. Any such documents which were not circulated with the agenda but placed at the meeting and referred to in the minutes, should be identified by the company secretary by initialing such documents after the normalcy is restored.

6.7.6.4 Within fifteen days of signing of the Minutes, a copy of the said signed Minutes, certified by the Company Secretary or where there is no Company Secretary by any Director authorized by the Board, shall be circulated to all the Directors, as on the date of the Meeting and appointed thereafter, except to those Directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes.

Guidance by the ICSI:

Due to COVID 19 situation, all the meetings are now being conducted through Video Conferencing and minutes thereof are being circulated over emails. The company may not therefore be able to record/print the final minutes in the minutes books maintained for this purpose and get the minutes signed physically by the Chairman.

In such cases the company may have to record and acknowledge/sign the minutes digitally by the chairman. The copy of the minutes signed digitally can be circulated to all the directors or alternatively directors may waive the right to receive copy of such minutes, considering the prevailing circumstances.

In case, minutes cannot be signed digitally, the same can be physically signed and copies of the signed minutes may be circulated to all the directors once normalcy is restored.

7. Para 17.4 – Entry in the Minutes Book of General Meeting

17.4.1 Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.

Para 17.5.1 Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorized by the Board for the purpose, within thirty days of the General Meeting.

Guidance by the ICSI:

Due to covid-19 situation all the EGMs are now allowed to be conducted through video conferencing or other audio visual means and minutes thereof are being circulated over emails.

Therefore, company may not be able to record/print the final minutes in the Minutes book maintain for this purpose at the registered office of the company and get the same signed physically by the chairman.

In such cases the company should record and acknowledge/sign the minutes digitally by the chairman and the same can be recorded and signed physically once the normalcy resumes.

Annexure 4–Sample Minutes of Annual General Meeting

XYZ PRIVATE LIMITED

MINUTES OF THE 01^STANNUAL GENERAL MEETING OF M/S. XYZ PRIVATE LIMITED HELD ON ……DAY, THE …… DAY OF …… (MONTH), 20… AT …… (TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ………

Members Present:

Members present as per the Attendance register.

Directors Present:

Directors present as per the attendance register.

Mr. A (DIN: ………) was unanimously elected as the Chairman of the meeting. Chairman took the chair and after ascertaining that the requisite quorum was present, he called the meeting to order.

The Chairman welcomed the members to the Annual General Meeting of the Company.

The Chairman informed the members that Register of Members, Register of Directors’ Shareholding with other Statutory Registers, Financial Statements and Auditor Reports are kept open for inspection by the Shareholders at the venue and that the same are accessible during continuance of the meeting.

Further with the permission of members present at the meeting, the Notice convening the Annual General Meeting together with the Board’ Report was taken as read.

Chairman read out the Auditors’ Report.

Thereafter, the following transactions were resolved in the meeting.

ORDINARY BUSINESS:

Item no 1: Consider and Adoption of Financial Statements, and Auditors’ and Board’s Reports:

The Chairman informed the members that the Financial Statements as on year ended 31^st March, 20… duly signed and approved by the Board of Directors and Statutory Auditors of the Company along with Board’s Report are placed before the meeting for consideration and adoption.

Thereafter, Mr. A, Chairman proposed and Mr. F, Member seconded that the following resolution be adopted as an Ordinary Resolution:

“RESOLVED THAT Financial Statements as on financial year ended 31^st March, 20… along with the  Auditors’ and Board’s Reports thereon as placed at the meeting be and are hereby received, considered, approved and adopted.”

The resolution was put to vote and no vote was casted against it on show of hands, the Chairman declared it to have been passed unanimously.

Chairman stated summary of the resolutions passed in the meeting.

There being no other business to be transacted, the meeting concluded with vote of thanks to the Chair at …… (Time).

Date:

Place: ………                                                                           CHAIRMAN

Annexure 5–Attendance Register for General Meeting

01^ST/2020-21 MEETING OF THE BOARD OF DIRECTORS OF M/S. XYZ PRIVATE LIMITED HELD ON ……DAY, THE …… DAY OF …… (MONTH), 20… AT …… (TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ………

ATTENDANCE SHEET FOR ANNUAL GENERAL MEETING

DATE:___________

Attendance of Members of Board and Committees

Name	Signature

Attendance of Auditors, Secretarial Auditor, Cost Auditor, Internal Auditor

 Scrutinizersand Authorised Representatives

Name	Name of the Organisation	Tick if Authorized Representative	Signature

Attendance of Members

Members’ Name	Folio No.	Signature

Attendance of Proxies (Company shall follow register of proxy as prescribed under Companies Act)

Name of the Proxy	Folio No	Name of the shareholder representing proxy	Number of shares representing	Signature