Minutes of Board Meeting as per Secretarial Standard-1

Background

Secretarial Standards are the Standards issued by Institute of Company Secretaries of India which was constituted under Section 3 of the Company Secretaries Act, 1980. Till date two secretarial standards are being approved by the government of India which are :-

1. Secretarial Standard on Meetings of the Board of Directors (SS-1)

2. Secretarial Standard on General Meetings (SS-2)

These were approved under Section 118(10) of the Companies Act, 2013 on April 10, 2015 vide letter No. 1/3/2014-Q/l⁴and were published in the Official Gazette on April 23, 2015 vide ICSI Notification No. (1) SS of 2015. These standards became applicable to companies with effect from 1^st July 2015.

What are the Minutes of a Meeting ?

Minutes are the official recordings of the business transacted at the meeting. They provide a clear view of the proceedings of a meeting. They serve as a best evidence that a meeting was being duly conducted  and of the businesses transacted, unless the contrary is proved.

Every company is required to maintain a Minutes book for Meetings of the Board and Committees separately.

Minutes of Board Meeting

( As per Revised Secretarial Standard-1 with effect from 1^st October 2017 )

1. Maintenance of Minutes:

• Minutes shall be recorded in a separate book maintained for this purpose
• Separate minutes book is to be maintained for Board & Committee Meetings.
• Minutes maybe maintained either in physical form or electronically(with timestamp).
• The pages of the Minutes Books shall be consecutively numbered.
• Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
• Minutes Books, 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.
• Minutes Books shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.

2. Contents of the Minutes:

(General Contents)

• Minutes shall state the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement of the Meeting
• Minutes shall record the names of the Directors present physically or through Electronic Mode, the Company Secretary and Invitees, if any.
• Minutes shall contain a record of all appointments made at the Meeting

(Specific Contents)

• The name(s) of Directors present and their mode of attendance, if through Electronic Mode.
• The particulars of the director participating through electronic mode, the location from where he participated and wherever required, his consent to sign the statutory registers placed at the Meeting.
• The name of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode.
• Record of election, if any, of the Chairman of the Meeting.
• Record of presence of quorum
• The names of Directors who sought and were granted leave of absence.
• Noting of the Minutes of the preceding Meeting.
• Noting the Minutes of the Meetings of the Committees.
• The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.
• The fact that an Interested Director did not participate in the discussions and did not vote on item of business in which he was interested and in case of related party transaction such director was not present in the Meeting during discussions and voting on such item.
• The views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors, provided these, in the opinion of the Chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interests of the company.
• The time of commencement and conclusion of the Meeting.
• If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate.
• The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.

3. Recording of Minutes:

• Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
• Minutes shall be written in clear, concise and plain language.
• Minutes shall contain a specific reference to such earlier Resolution(s) which are superseded or modified.
• Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book.

4. Finalisation of Minutes:

The draft minutes of the Board Meeting shall be circulated by hand or by post or by registered post or by courier or by e-mail or by any other recognized electronic means within 15 days from the date of conclusion of meeting to all the members of the board, as on the date of meeting, for their comments.

5. Entry in the Minutes Book:

• Minutes shall be entered in the minutes book within 30 days from the meeting.
• Minutes once entered in the minutes book shall not be altered unless approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board is taken.

6. Signing and Dating of Minutes:

• Minutes shall be signed by the chairman of the meeting or by the chairman of subsequent meeting.
• 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.
• Within 15 days of signing, the said minutes shall be sent to all the directors except to the directors who have waived their right to receive the same.

7. Additional points:

• Minutes can be inspected by the directors.
• Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book
• Minutes shall be preserved permanently and shall be in the custody of Company Secretary.

(Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Though utmost efforts has made to provide authentic information, it is suggested that to have better understanding kindly cross-check the relevant sections and rules. The observations of the author are personal view and the author do not take responsibility of the same.)