A.

PROCEDURE OF MAINTENANCE OF MINUTES:

 Minutes shall be recorded in books maintained for that purpose.
 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its
Committees.
 Minutes in electronic form shall be maintained with Timestamp.
 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. Any deviation in such form of maintenance shall be authorized by the Board.
Conditions:
 Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any
manner.
 Pages of Minutes Book:
o The pages of the Minutes Books shall be consecutively numbered.
o This shall be equally applicable for maintenance of Minutes Book in electronic form with
Timestamp.
o In the event any page or part thereof in the Minutes Book is left blank, it shall be scored
out and initialed by the Chairman who signs the Minutes.
 Binding of Minutes: 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.
 Place of keeping of Minutes:
o Minutes of the Board Meeting shall be kept at the Registered Office of the company or
o At such other place as may be approved by the Board.
B. CONTENT OF THE MINUTES:
Content of the Minutes are divided into two parts:
I. General Content
II. Specific Content
I. General Contents: General Contents include the following below given:
a) State at Beginning: At the beginning minutes shall state the followings:
 The serial number
 Type of the Meeting
 Name of the company
 Day, date, venue and time of commencement of Meeting
 Conclusion of the Meeting
b) Person Presents:
 Names of the Directors present physically
 Names of the Directors present through Electronic Mode
 The Company Secretary who is in attendance at the Meeting
 Invitees, if any, (including Invitees for specific items)
Important:
 The name of the director starting with the name of the person in the Chair.
 The names of the Directors shall be listed in alphabetical order but name of Chair at
first.
 The name of invitees in the capacity in which an Invitee attends the Meeting.
 In case of invitee attend on behalf of entity, the name of the entity such Invitee
represents and the relation, if any, of that entity to the company shall also be recorded
II. Specific Contents: After mention the general content in Minutes, below given are the
specific contents:
a) Record of Election of Chairman of Meeting :
 In case there is Chairman of the Board, then that person will be Chairman of the Board
Meeting.
 If there is no Chairman of the Board, and If there is Chairman but he is absent then
directors will appoint any person from themselves as Chairman of the Meeting.
b) Granting of Leave of Absence:
If any director is absent and given leave of absence to Company, Chairman will record
the Leave of Absence.
Company should receive a Letter of “Leave of Absence “from the absent director.
c) Record Mode of Attendance of Director:
Chairman will record the presence of director along with mode of presence i.e. Physical
or through electronic mode.
d) Record presence of quorum:
Chairman will check the quorum and record the quorum.
e) Record Detail of Director present through video conferencing:
If any director will participate through then Chairman will record the following: His
particulars, the location from where and the Agenda items in which he participated.
This will be done by roll call. Chairman will take roll call of directors present through video
commencing.
f) Noting of the Minutes of the preceding Meeting:
In the Board Meeting company will take note the Minutes of last board Meeting by
circulation of signed copy of minutes to all the present directors.
g) Noting the Minutes of the Meetings of the Committees:
If any committee is incorporated by the Company, then in the board meeting of Director
Company will take note the minutes of Committee Meeting.
h) Noting of resolution passed by circulation:
If company has passed any resolution by circulation resolution then company will take
noting of such resolution in the upcoming minutes.
The will take note the following:
 The text of Resolutions
 Recording of dissent or abstention, if any
i) If any Director has participated only for a part of the Meeting, the Agenda items in which
he did not participate:
If any director is interested in any resolution, then at the time of passing of that resolution
mention about interest of that director.
j) Other items to be mention in Minutes:
 Apart from the Resolution or the decision, Minutes shall mention the brief background of
all proposals and
 summaries the deliberations thereof
 In case of major decisions, the rationale thereof shall also be mentioned.
 The decisions shall be recorded in the form of Resolutions where it is statutorily or
otherwise required
 In other cases, the decisions can be recorded in a narrative form.
C. RECORDINGS OF MINUTES:
a) Minutes shall contain a fair and correct summary of the proceedings of the Meeting:
 The Company Secretary shall record the proceedings of the Meetings.
 Where there is no Company Secretary, any other person duly authorized by the
Board or by the Chairman in this behalf shall record the proceedings.
 The Chairman shall ensure that the proceedings of the Meeting are correctly recorded.
Power of Exclusion:
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
b) Minutes shall be written in clear, concise and plain language:
 Minutes shall be written in third person and past tense.
 Resolutions shall however be written in present tense.
 Minutes need not be an exact transcript of the proceedings at the Meeting.
c) Verification of relevant Documents:
 Any document, report or notes placed before the Board and referred to in the Minutes
shall be identified by initialing of such document, report or notes by the Company
Secretary or the Chairman.
 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
Company Secretary or the Chairman and a reference thereto shall be made in the
Minutes.
d) Superseded or Modified Resolution
Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall
contain a reference to such earlier Resolution (s) or decision.