DRAFTING OF MINUTES IN COMPLIANCE WITH SECRETARIAL STANDARDS

Minutes Meaning

Minutes in general sense also known as protocols or, informally, notes are the instant written record of a meeting or hearing. In aspects of Companies Act 2013, minutes refer to recording of meetings of Board of Directors, Shareholders, Committees and Creditors prescribed under the Act.

Good corporate governance with uniform procedure and practices for recording of the meetings triggered the formation of Secretarial Standard-1 and Secretarial Standards- 2. According to Secretarial Standards “Minutes” means a formal written record, in physical or electronic form, of the proceedings of a Meeting.

Statutory Recognition

Council of ICSI took an initiative for formation of secretarial standard in the year 2000 and completed the task somewhere in 2002 and two secretarial standard i.e.SS-1 and SS-2 were released. It did not carry any legal force till the month of March 2015.

Ministry of Corporate Affairs (MCA) vide letter no.1/3/2014-CL-I dated April 10, 2015 has accorded its approval under Section 118(10) of the Companies Act, 2013 to the two Secretarial Standards (SS) namely - SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings.

Rule 25 of The Companies (Management and Administration) Rules, 2014 deals with Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.

Affiliated/Corresponding Sections under Company Act 2013: - Section 121, Section 204(1) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Section 205(1).

Effective Date

1^st July 2015

DRAFTING OF BOARD MINUTES AS PER SS -1

Drafting of Minutes is the technicality skill of a company secretary. Under this part an attempt has been made to the drafting of Board minutes in compliance with Secretarial Standards -1. Draft of Board Minutes with a narration of clauses mentioned in SS-1 is here under.

For the sake of convenience the Minutes of Board Meeting may be categorized under 4 (Four) parts for drafting:

1)      Part – 1………….(Title/Beginning)

2)      Part - 2……………(Person Present at Meeting )

3)      Part - 3……………(Body/Crux of the Minutes )

4)      Part - 4…………..(Signing, Place, Date and Fact of Actual Recording )

PART 1: The Beginning /Title of the Minutes 

Clause 7.2.1.1 of SS -1 specifies the drafting of Title or Beginning of the minutes. It specifies the ingredients of the Beginning /Title part.

Following are the particulars: 

1)      Type of Meetings

2)      Name of the Company

3)      Day and Date of the Meeting

4)      Venue of the Meeting

5)      Commencement of Meeting

6)      Conclusion of Meeting

7)      Serial Number of the Meeting.

8)      Fact of Adjournment of Meeting (if any).

PART 2: Details of the presence of Person present at Meeting

Clause 7.2.1.2 of SS -1 specifies the recording of persons under whose presence the meeting has been conducted. These are the persons who had witnessed the meeting. 

It specifies the ingredients of the second part.Following are the particulars: 

1)      Directors Present (Name of the directors with mode of their presence)

2)      The Company Secretary in attendance and

3)      The Invitees, if any, including Invitees for specific items. 

PART 3: Body /Crux of the minutes

Part 3 contains the Body/Crux of the minutes and includes all the items as set out in agenda as well as the items not included in the Agenda. Items not included in agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.

SS 1-Clause 7.3.1 states that Minutes shall contain a fair and correct summary of the proceedings of the Meeting while SS 1- Clause 7.3.2 Minutes shall be written in clear, concise and plain language.

Some of the important provisions under this part under SS-1 are:

• Clause 5.1.1 states that the Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.
• Clause 4.2 states that the Leave of absence shall be granted to a Director only when a request for such leave has been received by the Company Secretary or by the Chairman. 
• Clause 3.1 states that the Quorum shall be present throughout the Meeting.
• Clause 1.3.9 states that each item of business to be taken up at the Meeting shall be serially numbered.
• Clause 7.1.4 the pages of the Minutes Books shall be consecutively numbered.

 
 

PART 4: (Signing, Place, Date and Fact of Actual Recording)

Clause 7.6.1 of SS -1 states that the 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 while Clause 7.6.2 of SS-1 states that 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.

It specifies the ingredients of the fourth part.

Following are the particulars:

1. Chairman’s initial on each page of Minute.

2. Date of Signing of the Minutes by the Chairman.

3. Place of Signing of the Minutes by the Chairman.

4. Each page numbered serially.

5. Entry of minutes to be recorded by CS/Authorized Person  (with sign)

Clause 7.5.2  states that the 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. 

Clause 7.5.1 Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting. While clause 7.5.2 The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.Where there is no Company Secretary, it shall be entered by any other person duly authorized by the Board or by the Chairman.