Maintaining Board Minutes

Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013 and even as per the Secretarial Standards - 1 of meetings of Board of Directors. Minutes” means a formal written record, in physical or electronic form, of the proceedings of a Meeting. “Minutes Book” means a Book maintained in physical or in electronic form for the purpose of recording of Minutes, which serves as evidence.

THINGS TO KNOW ON RECORDING MANNER OF MINUTES

A company may maintain its Minutes in physical or in electronic form with Timestamp. Every company shall however follow a uniform and consistent form of maintaining the Minutes.
The pages of the minutes shall be consecutively numbered.
Minutes of the Board Meetings, 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
There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves
Minutes of the Board Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board

CONTENTS OF MINUTES

Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting
Minutes shall record the names of the Directors present physically or through Electronic Mode, the Company Secretary who is in attendance at the Meeting and Invitees, if any, including Invitees for specific items
The capacity in which an Invitee attends the Meeting and where applicable, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded.
Minutes shall contain a record of all appointments made at the Meeting
Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned

RECORDING OF MINUTES

Minutes shall contain a fair and correct summary of the proceedings of the Meeting
The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company
Minutes shall be written in clear, concise and plain language and also it should be written in third person and past tense, but resolution shall be shown in present tense.
Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling of such papers by the Chairman and a reference thereto shall be made in the Minutes
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
Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments
Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.
Minutes once entered in the book shall not be tampered or altered, if any changes or addition to be made then, express approval of the board is required.
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
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
Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.