TMI BlogMinutesX X X X Extracts X X X X X X X X Extracts X X X X ..... the Meetings of: (a) the Board 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 del ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n physical or electronic mode as may be permitted under any law for the time 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Secretary present at the Meeting. The names of the directors should be listed in alphabetical order or in order of seniority, 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 dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uditors, the Practising Company Secretary who issued the Compliance Certificate, the Court appointed observers or scrutineers. (h) Reading of the notice of the meeting. (i) 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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the earlier resolution or decision. 4. Entry 4.1 Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting. Minutes must be written within 30 days from the date 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 Minu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hin seven days, subject to payment of such fee as may be prescribed. Extracts of the Minutes should be given only after the Minutes have been duly signed. However, certified copies of any Resolution passed at a Meeting may be issued even pending signing of the 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 Meet ..... X X X X Extracts X X X X X X X X Extracts X X X X
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