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MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF M/s. ««««««« LIMITED/ PRIVATE LIMITED HELD ON SATURDAY, 5TH DAY OF JULY, 2010 AT 10.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT «««««««««««««., DELHI-««« DIRECTOR¶S PRESENT 1. 2. 3. Shri ««««« «««««. «««««««.
CHAIRMAN Shri «««« was unanimously elected as chairman of t h e m e e t i n g . QUORUM The requisite quorum being present, the Chairman c a l l e d t h e m e e t i n g t o o
THE Pass proper resolutions for different matters that had been put before Board for consideration/ approval etc.CONFIRMATION OF THE MINUTES OF PREVIOUS BOARD MEETING The minutes of the previous Board meeting held on «««. VOTE OF THANKS There being no other business on the agenda the meeting concluded with a vote of thanks to the chair. was placed before the board and same is signed by the Chairman of the Meeting. Date: Place: . APPOINTMENT OF««««« RESIGNATION OF««««««« r d e r .
C h a i r m a n Posted about a year ago Downloas sample minutes from the link below: Ankur Garg Company Secretary and Compliance Officer [ Scorecard : 63176] 1. She has also mentioned the required details which are to be properly recorded in .caclubindia. http://www. Neha above and you can change too in that. You have to record each and every detail of the meeting in the minutes. CS Ankur Srivastava Company Secretary & Compliance Officer [ Scorecard : 7232] There is not a set pattern or specified format of minutes.com/foru m/download-corporate-lawprofessional-files-70021. Ankur and Ms.asp Total thanks : 1 times Posted about a year ago I have seen many persons asking for the format of Minutes. You can follow the format given by Mr. And every item of agenda must be covered.
««««« PRIVATE LIMITED HELD ON SATURDAY.M. Posted about a year ago Neha Gupta PCS [ Scorecard : 263] A General Draft of Minutes of AGM of a Pvt. 3. the Chairman welcomed the members of the Company. CHAIRMAN Shri ««« was unanimously elected as QUORUM The requisite quorum being present. «. NOTICE OF THE MEETING . Company MINUTES OF THE TENTH ANNUAL GENERAL MEETING OF MEMBERS OF M/S. 30TH SEPTEMBER 2010 AT 11:00 A. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ««««««««««««««««««««. Smt. Shri «« 2.. MEMBERS PRESENT: 1.the Minutes. Shri««.
AS AUDITORS The Chairman placed the agenda regarding the appointment of M/s.. 2: RE APPOINTMENT OF M/S. ³RESOLVED THAT the Audited Balance Sheet as at 31st March 2010 and Profit & Loss Accounts for the year ended 31st March 2010 along with the Report of Board of Directors and Auditor¶s Report as placed before the Meeting be and are hereby approved . be and are hereby appointed as the Statutory Auditors of the Company for the year 2010-2011 and to hold office from this Annual General Meeting to the conclusion of next Annual General Meeting of the Company at remuneration mutually decided by them and . the notice of Tenth Annual General Meeting along with the Audited Balance Sheet as at 31st March 2010...1: APPROVAL OF THE ACCOUNTS FOR THE FINANCIALYEAR ENDING 31st MARCH. :³RESOLVED THAT pursuant to the provisions of Section 224 of the Companies Act. «««««««. The resolution was proposed by chairman & seconded by Smt. M/s. 2010 The Chairman Placed before the Board the Annual Accounts for the company for the year ended 31st March. «««. 2010 along with Auditors report and report of board of Directors.. The resolution was proposed by Chairman & seconded by Shri«««.With the consent of members present. Profit and Loss Accounts for the year ended 31st March 2010. Chartered Accountants.. to hold the office till the conclusion of next Annual General Meeting. 1956.. ««««. who are eligible for reappointment as Statutory auditor of the company in term of Section 224(1B) of the Companies Act... Chartered Accountants. «««. Auditor¶s Report and the Report of Directors as already circulated among the Members was taken to be read by the Chairman.´ ITEM NO. ORDINARY BUSINESS: ITEM NO. 1956..
the board of directors of the company.´ VOTE OF .
There being no other business. the meeting Date: Place: .
discussions held. Minutes record what was done at the meeting. attended mention the about persons concerned. time and venue. at the taken.CHAIRMAN Posted about a year ago Basics for the drafting of Board Minutes CS Ankur Srivastava Company Secretary & Compliance Officer [ Scorecard : 7232] The term µminutes¶ though not defined in the Companies Act. its date.e. voting on resolutions. decision taken at the meeting. The minutes of the board . may be considered as a written record of proceedings of a meeting of any Company duly kept in pursuance of the law. process 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. meeting confirmation of minutes of previous meeting decisions as a result of practice. etc. Minutes contain interalia a descripttion of the type of meeting to which they relate. i. 1956.
1956. penalties. or formal board actions. 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 ³Institute 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. Board meeting minutes are available after approval at the next following meeting of the board. regent resolutions. 195. The board meeting agendas are the outline of the topics to be discussed at each meeting. The non maintenance or deficiency of any statutory provision fines can and call for prosecutions. adoption of proposed policies. Minutes are the statutory record under the Companies Act.meetings are the official record of the board meeting proceedings. 194. 196 and 197 of the Companies Act are exclusively . Section 193.
where possible. Also. Therefore. Good minutes describe and. and organize that information for future use. Writing and summarizing what happens at board meetings is more an art than a science. it is necessary that utmost care should be taken while drafting minutes. . Good minutes enhance a board¶s ability to supervise the organization primarily by helping the board manage its information and hold management accountable. Therefore. The Institute of Company Secretaries of India had framed Secretarial Standard5 namely ³SECRETARIAL STANDARD ON MINUTES´ effective from 20th September 2007. utmost care should be taken while drafting minutes. SS-5 specifies the standards that should be followed while drafting minutes for a good corporate practice. As such. 1956. 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. incorporate by reference and attachment all information that the board has considered. it requires discretion and good judgment. There is no standardized level of content and format for board minutes. All the legal provisions of the Companies Act. Articles of Association and the Secretarial Standards should be taken into account while drafting the minutes.incorporated for the purpose of minutes. The Article of Association of the company generally contains the provisions for the minutes.
««. . 200.. The Minutes should begin with the heading ³MINUTES´ preferably in capital. Board meetings can be held during business hours or outside business hours. or 24 hrs. The date of the meeting should preferably in words viz. the board meeting or committee or any other like should be specifically mentioned. day of ««. There is no restriction on that matter under the Act. The name of the meeting viz... Here it is important to mention that the original meeting can be held on a public holiday. The time of the meeting may be in 12 hrs. bold and aligned in center. 4. 2. as it gives impression to the reader. . but the adjourned board meeting (adjourned for lack of quorum) cannot be held on public holiday [section 288(1)] 5. Full name of the company should be mentioned 3.In this context some of the important points are discussed below: 1.
Board meeting can also be held at places other than these places including abroad. 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. as per SS-1 in addition to the names of the directors present at the meeting. As per SS-5 the names of the directors should be listed in alphabetical order or in order of seniority. It should be ensured that the quorum is required throughout the meeting. The place of the meeting should be mentioned. The body of the minutes is normally divided into 5 parts a) Chairman / chairperson b) Leave of absence c) Minutes of last board . The quorum of the meeting should be in compliance with section 287. Minutes should record the names of the Directors and the Company Secretary present at the meeting. but in either case starting with the name of the chairman and the vice chairman if any. town. 8. Further. the names of persons in attendance and the names of invitees if any should also be recorded. 7. village or state in which the registered office of the company is situated.6.
As per regulation 76 (1) of Table A of Schedule 1 to the Companies Act.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../Ms. In such a case where the chairman is elected by the board at the meeting itself it may be written as ³Mr. «.. 1956 ³the Board may elect a chairman of its meeting and determine the period for which he is to hold office´. the directors may choose one of their number to be chairman of the meeting. In such a case where the chairman is already appointed by the board it may be written as ³Mr. took the chair to proceed the meeting´ As per regulation 76 (2) of Table A of Schedule 1 to the Companies Act. 1956 ³If 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. «. was elected as the ./Ms.
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 ³The leave of absence was granted to Mr. In case of a Private Limited Company the provisions of the articles of that company shall prevail. /Ms. 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.chairman/chairperson of the meeting´. whichever is longer. or from all meetings of the board for a continuous period of three months. As per Section 283 (1)(g) ³The office of a director shall become vacant if he absents from three consecutive meetings of the Board of directors. ««´. Even if company does not receives any leave of absence it is better to mention ³There was no leave of absence´ .
As per section 193(1A) ³Each 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. 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 ³The minutes of the last board meeting were placed before the board. 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.MINUTES MEETING OF LAST BOARD It is not mandatory to place the minutes of the last board meeting at the present board meeting. 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 . The members of the board took note of same´.
It is important to keep in mind that the items contained under Section 316 and Section 386 of the Companies specific Act. It may be written as ³There being no other business to transact. Thereafter vote of thanks may be mentioned.´ VOTE OF THANKS / ANY OTHER BUSINESS Vote of thanks is the formal end to the minutes. If any business is discussed without prior agenda it can be incorporated in the heading ³Any other business´. DATE AND SIGNATURES The minutes are to be signed in accordance with the provisions of Section 193 of the Companies Act. 1956 and requires cannot a be notice discussed under any other business. 9. The chairman or the authorized director should initial each page of . the meeting ended with vote of thanks to the chair´.may be written as ³The minutes of the last board meeting as placed before the table was signed by the chairman of the meeting.
.the minutes and sign the last page and append to such signature the date on which he has signed the minutes.