It was the year 2015 when for the very first time I drafted the minutes of meetings in the initial era of the Companies Act, 2013 and Secretarial Standards by ICSI, I was an Intern and drafted minutes under the guidance of my Mentor.

Since then and till now I have learned a lot about the drafting of Minutes of Meetings where in the past era I did a lot of mistakes in drafting various minutes and I am still learning through drafting and recording minutes is a very crucial part of compliance made by a Company Secretary but still, a major part of Corporate sector thinks that It’s just a copy-paste task done by a Company Secretary.

Minutes of Meetings are the legal supporting for every step taken by the company or board as they record every material decision taken by the company in the meeting of Members or board. In this write-up, I am sharing with you all my learnings from mistakes made by me in past.

minutes of meetings

Failed to conduct observance of Secretarial standards while Drafting Minutes of Meetings

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

Secretarial Standard on General Meetings (SS-2)

Secretarial Standards are the Standards issued by the Institute of Company Secretaries of India which was constituted under Section 3 of the Company Secretaries Act, 1980. These must be observed first while drafting minutes of meetings by board as well as the general meeting.

These Standards guide the format and important points to mention in the drafting of the Minutes of Meetings which includes meeting no. The Day, Date, Time, and Venue of the meeting must be initially mentioned in the minutes.

SS-1 is also applicable on drafting of Minutes of Committee meetings as per Section 177 and 178 of the Companies Act, 2013.

“Secretarial Standards only provide clarity on the respective subjects but it doesn’t mean that the Secretarial Standards are alternative to the original Laws”

Quorum Data in the minutes at the beginning of drafting minutes of meetings

Minutes are the evidentiary proof of whatever happened in the meeting of members or board of directors specifically also it is pertinent to mention who all were present in the meeting and the minimum requirement of Quorum was fulfilled or not.

If any director in whose interest the resolution is being passed should not participate in the quorum of the meeting and if Company requires having the majority of Independent directors then one must be present in the meeting of members and board.

3. Missing attendance of invitees:

Taking attendance is a basic but critical function of the board meeting minutes, either its Board members or invitees it is pertinent to take attendance and keep a record of the same while drafting Minutes of meetings, though attendance of members in a meeting is much more critical as proxies are also available there.

If any meeting is conducted through Video conferencing mode the attendance by roll call must be taken and as a good practice, their presence must be recorded through signing attendance later on.

Make sure your hands are good in English grammar:

Minutes shall be written in the third person and past tense. Resolutions shall, however, be written in the present tense and use unambiguous language to give a concise view of the meeting.

Most common mistake- Consecutive Numbering of Minutes of Meetings

The secretarial department fails to pay attention to these minor yet important requirements.

When minutes are maintained in loose-leaf form, sometimes blank pages are left in between. The blank pages should be crossed to avoid any presumption for interpolation. Similarly, sometimes each page is not initialled or signed but the last page is signed but sometimes not and dated.

Time of Commencement and Conclusion of Meeting:

The meeting should be commenced with the chairman’s speech and conclude with a vote of thanks and drafting of minutes should be as per that, so while recording minutes both timings must be recorded for entry in minutes of the meetings.

Drafting of minutes should be completed within 15 days from the date of conclusion of the meeting:

As per Companies Act 2013, Minutes of the board meeting are to 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 therefore one should finalize their drafting of minutes within 15 days of the conclusion of the meeting.

At the end of the minutes date of entry and date of signing should be separately mentioned:

Date of entry in the minutes’ book of date of signing of minutes by the chairman may or may not be the same; keeping in mind the following factor one should significantly add the date of entry and date of signing. Likewise, your date of the meeting is 30th September 2020 and you finalize your draft minutes on 7th October 2020 but the chairman signed the minutes of Meetings in the next board meeting held on 27th October 2020.

In the same case, Chairman may sign the final minutes on 7th October 2020.

Consideration of Minutes of the previous meeting of board and committee meetings as applicable:

During the Conduct of a board meeting or any committee meeting minutes of the previously held meeting should be placed for review also if for signing if not signed before either the minutes of a board meeting or committee meeting, the point regarding consideration of these minutes of the previously held meeting should be mentioned while drafting the minutes of meetings.

Minutes should mention the brief background of the proposal, summarise the deliberations and the rationale for taking the decisions:

The entire agenda item to be discussed in the meeting should be sequentially added and their proposal or summaries should be mentioned in concise form while drafting the minutes.

As the Secretarial Standards suggest minutes of meetings should be preserved permanently unlike other statutory documents for which 8 years is suggested in the Companies Act, 2013.

Avoid transcript and personal opinions:

Include only large-scale decisions taken over the agenda of the meeting or any agenda discussed with the permission of the chairman and do not include any extra-ordinary or irrelevant matter discussed for personal opinion.

Any suggestions or modifications are most welcome in the comments.

Type of Minutes of Meetings as per Companies Act, 2013

s per the Companies Act, 2013, the following are the types of minutes that can be maintained by a company:

  1. Minutes of Board Meetings: These are the minutes of meetings of the Board of Directors of a company. They contain the discussions, decisions, and actions taken by the Board on various matters such as approval of financial statements, the appointment of directors, declaration of dividends, etc.
  2. Minutes of General Meetings: These are the minutes of the general meetings of the company, such as Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs). They contain the discussions, decisions, and actions taken by the shareholders on various matters such as appointment of auditors, approval of financial statements, amendments to the company’s articles of association, etc.
  3. Minutes of Committee Meetings: These are the minutes of the meetings of the various committees constituted by the Board, such as Audit Committee, Nomination and Remuneration Committee, etc. They contain the discussions, decisions, and actions taken by the committee on various matters within their respective domains.
  4. Minutes of Postal Ballot: These are the minutes of the Postal Ballot conducted by the company. They contain the details of the resolutions proposed, the number of votes cast in favor and against, and the outcome of the Postal Ballot.

The minutes of meetings must be maintained in a clear and concise manner, and they should be prepared in accordance with the relevant provisions of the Companies Act, 2013, and other applicable laws. Additionally, they should be signed and dated by the Chairman of the meeting and maintained in a proper and orderly manner by the company.

PB02 3

References

  1. 2 Draft Minutes of Audit Committee Meetings
  2. 10 Draft Minutes of Committee Meetings

Even the bitterest fruit has sugar in it.

– Terry a O’Neal

The trees that are slow to grow bear the best fruit.

– Molière

By csannusharma

CS Annu Sharma is a qualified and experienced professional in the field of Company Secretarial and Legal activities. With an impressive academic background and relevant certifications, she has demonstrated exceptional expertise and dedication in her career. Education: Qualified Company Secretary (CS) from the Institute of Company Secretaries of India (ICSI). Graduate in Law from Indraparasth Law College, enabling a strong legal foundation in her professional journey. Graduate in Commerce from Delhi University, providing her with a comprehensive understanding of financial and business concepts. Certifications: Certified CSR Professional from the Institute of Company Secretaries of India (ICSI), showcasing her commitment to corporate social responsibility and ethical business practices. Work Experience: She possesses an extensive and diversified work experience of more than 7 years, focusing on Secretarial and Legal activities. Throughout her career, she has consistently showcased her ability to handle complex corporate governance matters and legal compliance with utmost efficiency and precision. Current Position: Currently, Mrs. Annu holds a prominent position in an NSE Listed Entity, namely Globe International Carriers Limited, based in Jaipur. As a key member of the organization, she plays a vital role in ensuring compliance with regulatory requirements, advising the management on corporate governance best practices, and safeguarding the company's interests. Professional Attributes: Thorough knowledge of corporate laws, regulations, and guidelines in India, enabling her to provide strategic insights and support in decision-making processes. Expertise in handling secretarial matters, including board meetings, annual general meetings, and other statutory compliances. Proficiency in drafting legal documents, contracts, and agreements, ensuring accuracy and adherence to legal requirements. Strong understanding of corporate social responsibility and its impact on sustainable business practices. Excellent communication and interpersonal skills, enabling effective collaboration with various stakeholders, both internal and external. Personal Traits: Mrs. Annu Khandelwal is known for her dedication, integrity, and commitment to maintaining the highest ethical standards in her professional conduct. Her meticulous approach to work and attention to detail make her an invaluable asset to any organization she is associated with. Conclusion: Cs Annu 's profile exemplifies a highly qualified and accomplished Company Secretary, well-versed in legal matters and corporate governance. With her wealth of experience and commitment to excellence, she continues to contribute significantly to the success and growth of the organizations she serves.