Introduction: Minutes of Meeting

Minutes are an official record of the proceedings of a Board Meeting, Annual General Meeting, or any other meeting, as well as the business conducted. Minutes of all Board and Committee Meetings must be kept in a Minutes Book by all companies registered in India. The procedure for recording minutes of meetings and the format for minutes of meetings under the Companies Act of 2013 are discussed in this article.

Meeting minutes are an official record of a meeting's proceedings. The minutes make it easier to comprehend the discussions and decisions made at the meeting. There are no restrictions on the format or language used to record meeting minutes.

Minutes that are recorded in conformity with the Companies Act can be used as evidence in a court of law. For example, the only way to prove that a Board Resolution was passed at the company's Board Meeting is to show the Court the Minutes Book in which the Resolution was recorded.

Minutes Book 

Meeting minutes shall be preserved in a minutes book retained for that purpose at the company's registered office or at a location agreed by the Board of Directors. Minutes cannot be typed and then pasted in a bound Minutes Book or loose leaves because the law bans pasting them in the Minutes Book. Minutes should not be printed on a piece of paper and put into the Minutes Book, whether on letterhead or any other paper. It's for the sake of protecting the Minutes' integrity and evidentiary significance. If the minute's book is kept loose-leaf, it should be bound on a regular basis, depending on the size and volume of the book and one or more financial years of the company.

When minutes are not maintained in a proper book as required by the Companies Act of 2013, courts have invalidated Board Meetings in the past. As a result, a separate minutes book should be kept and maintained for each meetings, such as Board meetings and meetings of various Board committees.

Minutes of Meeting Format

Meeting minutes should include the meeting's serial number and type, the company's name, the day, date, location, and time of the meeting's start. A meeting's minutes must additionally include the following information:

Participants' Information

The name(s) of Directors present, as well as their method of attendance, must be mentioned in the minutes of a company meeting. If all Directors are physically present, the mode of attendance does not need to be recorded separately in the Minutes. If any Director is participating through video conference or other electronic technique, the Minutes should note the mode of attendance as well as the location from which he or she is participating.

If a Company Secretary is present, the Company Secretary's information must be provided. Any other people who are in attendance, as well as invitees, must be recorded in the minutes. Finally, the names of Directors who requested and were granted leave of absence must be recorded in the meeting minutes.

Quorum & Election

If applicable, the minutes of the meeting must include a record of the Chairman of the Meeting's election. It should also include information on the presence of a Quorum. If Quorum is present at the start of the Meeting, but any Director leaves before the end of the Meeting, resulting in the Meeting being adjourned and a statement to that effect being recorded in the Minutes, the Meeting should be adjourned and a statement to that effect being recorded in the Minutes.

Details of the Passed Resolution

The text of the Resolution(s) passed by circulation since the last Meeting, including any disagreement or abstention, shall be included in the minutes of the meeting. Any Director on the Board who dissents or abstains from voting on any of the Resolutions passed by circulation shall indicate his or her dissent or abstention in the Minutes of Meeting.

Details of Dissent & Independent Directors' Opinions

The views of a Director or an Independent Director must be recorded in the meeting minutes, especially if a Director or another person in the meeting insists on it.

Furthermore, the fact of dissent, as well as the name of the Director who dissented or refrained from voting on a resolution, must be noted in the meeting minutes.

Transactions between related parties

In the event of a private limited corporation, the Minutes of Meeting should note that an interested Director participated in the debate and voted after disclosing his interest.

If a Director did not participate in the discussions or vote on an item of business in which he was interested, or if a related party transaction occurred, this information must be reflected in the minutes as well.

Miscellaneous

Consideration of any item not on the Agenda with the permission of a majority of the Directors present at the Meeting and ratification of the decision taken on such item by a majority of the company's Directors Minutes shall be noted in the minutes.

Closing Remarks and Thank You

If there are any thanks to being given, they can be given before the closing. Finally, the minutes should include the date and time of the meeting's start and end.

First Board Meeting Minutes Example

Minutes of the first Board Meeting of …………………. (Company Name), held on …………………. (Day), …………………. (Date, Month and Year) at …………………. (Venue) from …………………. (Time of Commencement).

Present:

1. ……………. (in the Chair)
2. …………….
3. …………….
4. …………….

In attendance:

1. ……………

Company Secretary

1. ……………

Chairman for the Meeting

Mr.…………. ………. was elected as the Chairman for the Meeting.

Quorum

After confirming that the required Quorum was present, the business before the meeting was taken up.

Leave of Absence

Leave of absence was granted to Mr./ Ms. X who expressed his inability to attend the Meeting owing to his pre-occupation.

Certificate of Incorporation

The Board was informed that the company has been incorporated on.……… and the Directors noted the Certificate of Incorporation No……………. of …….…, dated ………. issued by the Registrar of Companies……………….

Memorandum and Articles of Association

A printed copy of the Memorandum and Articles of Association of the company as registered with the Registrar of Companies, …………. was placed before the Meeting and noted by the Board.

Registered Office

The Board noted that the Registered Office of the company will be at ……………., the intimation of which has already been given to the Registrar of Companies……………….

First Directors

The Board noted that in terms of Article …………. of the Articles of Association of the company, Mr.………, Mr.….………and Mr.…………… are the first Directors of the company.

Appointment of First Auditors

Reference was made to Mr. …………….’s note dated ………. on the subject, as circulated.

The Chairman stated that pursuant to Section 139 of the Companies Act, 2013, First Auditors are to be appointed within thirty days from the registration of the company.  For this purpose, Messrs. ………………., Chartered Accountants, ……………., had been approached to act as the first Auditors of the company. A letter received from Messrs. ………………., conveying their consent was placed before the Directors. The Board, after discussion passed the following Resolution:

“RESOLVED THAT Messrs. ……………, Chartered Accountants, …., ……, be and are hereby appointed pursuant to Section 139(6) of the Companies Act, 2013, as the first Auditors of the company at such remuneration as may be fixed by the Board in consultation with the Auditors to hold office from the date of this meeting till the conclusion of the first Annual General Meeting of the company.”

“RESOLVED FURTHER THAT the Director/Company Secretary be and is hereby authorized to make the necessary filings with the Statutory Authorities”.

Opening of Bank Account

The Chairman informed the Board that it is proposed to open a current account in the name of the company with ……………. Bank. The Board concurred, and the following Resolution was passed:

“RESOLVED THAT a current account be opened in the name of ……… Limited with the ………. Bank, ………, and that the Bank be instructed to honor all cheques, bills of exchange, promissory notes, or other orders which may be drawn by/ accepted/ made on behalf of the company and to act on any instructions so given relating to the account, whether the same be overdrawn or not, relating to the transactions of the company and that any two of the following Directors/officers of the company, jointly, namely:

1. ……………………
2. ……………………
3. ……………………

Issue of Share Certificates

Reference was made to Mr. …………….’s note dated ………. on the subject, as circulated. The Chairman informed the Board that Mr.……., Mr……… and Mr. ………, who are subscribers to the Memorandum of Association of the company, had each agreed to take and have taken______ (__________) equity shares in the company. He further informed the Board that pursuant to Section 2(55) of the Companies Act, 2013, the names of the said subscribers to the Memorandum of Association have been entered in the Register of Members and that equity share certificates are required to be issued to them. The Board agreed with the same and passed the following Resolution:

“RESOLVED THAT Mr.………., Mr.………. and Mr. ………., the subscribers to the Memorandum of Association of the company who had agreed to take and have taken__________ (__________) equity shares each of the company, be issued equity share certificates and that Mr.………. and Mr.……………., Directors of the company, and Mr.……………, Company Secretary, be and are hereby authorized to sign the said certificates.”

Next Board Meeting

It was decided to hold the next Board Meeting at…………… a.m./ p.m. on………. (Day), ………. (Date, Month and Year) at………. (Venue).

Conclusion of the Meeting

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

Place: ………………….

Date: ……………………

Signature of Chairman