Basics for the drafting of Board Minutes
The term ‘minutes’ though not defined in the Companies Act, 1956, may be considered as a written record of proceedings of a meeting of any Company duly kept in pursuance of the law. Minutes contain interalia a descripttion of the type of meeting to which they relate, its date, time and venue, mention about persons attended the meeting concerned, confirmation of minutes of previous meeting as a result of practice, decisions taken, process at the meeting, discussions held, voting on resolutions, etc. Minutes record what was done at the meeting. i.e. decision taken at the meeting. The minutes contain record of the business transacted at the meeting as a whole and should exclude any reference to conduct or events which are not themselves items of transacted business. The minutes of the board meetings are the official record of the board meeting proceedings; adoption of proposed policies, regent resolutions, or formal board actions. Board meeting minutes are available after approval at the next following meeting of the board. The board meeting agendas are the outline of the topics to be discussed at each meeting.
The basic crust of this article is the mixture of all the provisions whether the Companies Act or Articles of Association or Secretarial Standards issued by the “Institute of Company Secretaries of India” or any other statutory enactment that whether directly or indirectly effects or is linked with minutes and should be taken care of while preparing / drafting the minutes.
Minutes are the statutory record under the Companies Act, 1956. The non maintenance or deficiency of any statutory provision can call for prosecutions, fines and penalties. Section 193, 194, 195, 196 and 197 of the Companies Act are exclusively incorporated for the purpose of minutes. The Article of Association of the company generally contains the provisions for the minutes. Also, The Institute of Company Secretaries of India had framed Secretarial Standard-5 namely “SECRETARIAL STANDARD ON MINUTES” effective from 20th September 2007. SS-5 specifies the standards that should be followed while drafting minutes for a good corporate practice. Therefore, utmost care should be taken while drafting minutes.
There is no standardized level of content and format for board minutes. Writing and summarizing what happens at board meetings is more an art than a science. As such, it requires discretion and good judgment. Good minutes enhance a board’s ability to supervise the organization primarily by helping the board manage its information and hold management accountable. Good minutes describe and, where possible, incorporate by reference and attachment all information that the board has considered, and organize that information for future use.
The Company Secretary or the authorized official of the company is generally responsible for recording the proceedings of the meeting. The draft board minutes are statutorily required to be circulated to every director for their comments thereon. Therefore, it is necessary that utmost care should be taken while drafting minutes. All the legal provisions of the Companies Act, 1956, Articles of Association and the Secretarial Standards should be taken into account while drafting the minutes.
In this context some of the important points are discussed below:
The Minutes should begin with the heading “MINUTES” preferably in capital, bold and aligned in center.
Full name of the company should be mentioned
The name of the meeting viz., the board meeting or committee or any other like should be specifically mentioned.
The date of the meeting should preferably in words viz. …….. day of ……. , 200.. as it gives impression to the reader. Here it is important to mention that the original meeting can be held on a public holiday, but the adjourned board meeting (adjourned for lack of quorum) cannot be held on public holiday [section 288(1)]
The time of the meeting may be in 12 hrs. or 24 hrs. Board meetings can be held during business hours or outside business hours. There is no restriction on that matter under the Act.
The place of the meeting should be mentioned. The Board meetings can be held at any place whether it be a company’s registered office or head office or any other premises and whether or not it is within the same city, town, village or state in which the registered office of the company is situated. Board meeting can also be held at places other than these places including abroad.
Minutes should record the names of the Directors and the Company Secretary present at the meeting. As per SS-5 the names of the directors should be listed in alphabetical order or in order of seniority, but in either case starting with the name of the chairman and the vice chairman if any. The quorum of the meeting should be in compliance with section 287. It should be ensured that the quorum is required throughout the meeting. Further, as per SS-1 in addition to the names of the directors present at the meeting, the names of persons in attendance and the names of invitees if any should also be recorded.
The body of the minutes is normally divided into 5 parts
a) Chairman / chairperson
b) Leave of absence
c) Minutes of last board meeting
d) Agenda / item
e) Vote of thanks / any other business
CHAIRMAN / CHAIRPERSON
Chairman is in case of a male heading the Board and Chairperson is in case of a female heading the Board. As per regulation 76 (1) of Table A of Schedule 1 to the Companies Act, 1956 “the Board may elect a chairman of its meeting and determine the period for which he is to hold office”. In such a case where the chairman is already appointed by the board it may be written as “Mr./Ms.. ….. took the chair to proceed the meeting”
As per regulation 76 (2) of Table A of Schedule 1 to the Companies Act, 1956 “If no such chairman is elected or if at any meeting the chairman is not present within five miutes after the time appointed for holding the meeting, the directors may choose one of their number to be chairman of the meeting. In such a case where the chairman is elected by the board at the meeting itself it may be written as “Mr./Ms. …. was elected as the chairman/chairperson of the meeting”.
In case of a Private Limited Company the provisions of the articles of that company shall prevail.
LEAVE OF ABSENCE
Leave of absence is granted only to that director from whom intimation had been received by the company for not attending the meeting. In such a case it may be written as “The leave of absence was granted to Mr. /Ms. ……”.
As per Section 283 (1)(g) “The office of a director shall become vacant if he absents from three consecutive meetings of the Board of directors, or from all meetings of the board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board”. Here it is important to note that the intimation for leave of absence is mandatory keeping in view the harsh provisions stated above.
Even if company does not receives any leave of absence it is better to mention “There was no leave of absence”
MINUTES OF LAST BOARD MEETING
It is not mandatory to place the minutes of the last board meeting at the present board meeting. It is done to take notes 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 that 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 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”. 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.”
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”. Thereafter vote of thanks may be mentioned. It is important to keep in mind that the items contained under Section 316 and Section 386 of the Companies Act, 1956 requires a specific notice and cannot be discussed under any other business.
9. 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.
Disclamer:- Not prepared by me.