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TMI BlogMinutesX X X X Extracts X X X X X X X X Extracts X X X X ..... rd or Committees of the Board, (b) members, (c) debenture holders, (d) creditors, (e) others as may be required under the Act, and matters related thereto. The expression "minutes" means a brief summary of the proceedings of a meeting. Minutes should contain a fair and correct summary of the proceedings of the meeting and should normally convey why, how and what conclusions were arrived at in relation to each business transacted at the meeting. It need not be an exact transcript of the proceedings. Every company is required to keep Minutes of all meetings. 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 Meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e being in force and includes the making of appropriate entries therein, the authentication of such entries and the preservation of such physical or electronic records. "Meeting" means any meeting, duly convened, constituted and held. "Member" means any person who agrees, either by subscribing to the Memorandum of Association of the company or by applying in writing, to become a Member of the company and whose name is entered either in the Register of Members of the company or in the records of the depository as a beneficial owner in respect of shares of the company held by him. Unless the context otherwise requires, words and expressions used herein and not defined should have the meaning respectively assigned to them under the Act. SE ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iority, but in either case starting with the name of the person in the Chair and the Vice-Chairman, if any. 2.2 Meetings of the Board or Committee 2.2.1 Minutes should contain: (a) The names of officers in attendance and invitees for specific items. (b) The names of directors who sought and were granted leave of absence. (c) If any director has participated only for a part of the Meeting, the agenda items in which he had participated. (d) In case of a director joining through video or tele conference the place from and the agenda items in which he participated. (e) The fact that an interested director did not participate in the discussion or vote. (f) The appointment of officers made by the Board. (g) The fact of the dissent and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Reading of the report of the auditors. (j) Summary of the opening remarks of the Chairman. (k) Summary of the clarifications provided. (l) In respect of each resolution, the type of the resolution, the names of the persons who proposed and seconded and the majority with which such resolution was passed. Resolutions should be written in the present tense. Where a motion is moved to modify a proposed resolution, the result of voting on such motion should be mentioned. If a resolution proposed undergoes modification pursuant to a motion by shareholders, the Minutes should contain the details of voting for the modified resolution. (m) In the case of poll, the names of scrutineers appointed and the number of votes cast in favour and agains ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Meeting is finally concluded. 4.2 The date of entry in the Minutes Book should be recorded. 4.3 Minutes, once entered in the Minutes Book, should not be altered. Any alteration, other than grammatical or minor corrections, in the Minutes as entered, should be made only by way of express approval taken in the subsequent Meeting in which such Minutes are sought to be altered. 5. Finalisation 5.1 Within fifteen days from the date of the conclusion of the Meeting of the Board or Committee the draft Minutes thereof should be circulated to all the members of the Board or the Committee, as the case may be, for their comments. The directors should forward their comments on the draft Minutes within seven days from the date of circulation t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Minutes by the Chairman, if the draft of that Resolution had been placed at the Meeting. The Auditor or Cost Auditor or the Practising Company Secretary appointed by the company may inspect the Minutes in the course of audit or certification. Officers of the Registrar of Companies, or other Government or regulatory bodies duly authorised in this behalf under law, during the course of an inspection, can also inspect the Minutes. 8. Preservation 8.1 Minutes of all Meetings should be preserved permanently. 8.2 Office copies of Notices, Agenda, Notes on Agenda and other related papers should be preserved in good order for as long as they remain current or for ten years, whichever is later, and may be destroyed thereafter under the authori ..... X X X X Extracts X X X X X X X X Extracts X X X X
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