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MINUTES OF THE MEETING OF THE BOARD

Corporate Laws / Banking / SEBI / LLP - By: - Mr. M. GOVINDARAJAN - Dated:- 3-12-2015 - Rule 3(11) (a) of Companies (Meetings of Board and its Powers) Rules, 2014 provides that at the end of the discussion on each agenda item, the Chairperson of the meeting of the Board shall announce the summary of the decision taken on such item along with names of different directors, if any, who dissented from the decisions taken by the majority. Rule 3(11)(b) provides that the minutes shall disclose the par .....

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ing, as to the accuracy of the recording of the proceedings of the particular meeting in the draft minutes. The confirmation or comments shall be given within seven days or some reasonable time as decided by the Board from the date of receipt of the draft minutes. If no comments or confirmation is given it shall be presumed that the concerned director has given his consent to the minutes. The minutes of the Board Meeting shall be entered in the minute book and signed by the Chairperson. Secretar .....

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; Recording of minutes; Entry in the minutes book; Signing and dating of minutes; Inspection and extracts of minutes; Preservation of minutes Maintenance of minutes The Secretarial Standard -1 provides the following for the maintenance of minutes of Board Meeting: The 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; A company may maintain its minutes in physical or electronic form wit .....

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ted or attached to the minutes books or tampered with in any manner; If the minutes are maintained in loose leaf form, the same shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company; There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves; The minutes of the Board meeting shall be kept at the Registered Office of the company or at such other place as m .....

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any; The names of the Directors shall be listed in alphabetical order or in any other logical manner. In either case the name of the person in the Chair shall be placed first; The capacity in which an invitee attends the meeting and where applicable, the name of entity such invitee represents and the relation, if any, of that entity to the company shall also be recorded; All the appointments made in the Board meeting, such as the appointment of directors, first auditors, Key Managerial Personnel .....

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absence; The mode of attendance of every Director whether physically or through electronic mode; If the Director participates through electronic mode, his particulars, the local from where and the Agenda items in which he participated; Name of the Company Secretary and invitees and mode of their attendance, if through electronic mode; Noting of the minutes of the previous meeting; Noting the minutes of the meetings of the Committees; Text of resolution passed by circulation since the last meeti .....

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name of the director who dissented from the resolution or abstained from voting; Ratification by independent director if the meeting was convened at a shorter notice and transactions of any item other than those included in the agenda; The time of commencement and conclusion of the meeting; The brief back ground of the proposal shall be mentioned in the minutes. It shall also summarize the deliberations. In case of major decisions the rationale thereof shall also be mentioned; The decisions shal .....

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recorded. He 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. The minutes shall be written in clear, concise and plain language. It shall be written in third person and past tense. The resolutions shall be written in the present tense. The minutes need not be an exact transcript of the proceedings o .....

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mittee shall be noted at a meeting of the board held immediately following the date of entry of such minutes in the minutes book. Finalization of minutes The draft minutes are circulated to all the directors for their confirmation or comments within fifteen days from the date of the conclusion of the meeting. A director, who ceases to be a director after a meeting of the Board, is entitled to receive the draft minutes of the particular meeting irrespective of whether he attended such meeting or .....

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for delivery. The proof of delivery of draft minutes shall be maintained by the company The directors shall communicate their comments, if any, in writing within seven days from the date of receipt of the draft minutes. If the comments are received after the expiry of seven days it is at the discretion of the Chairman to consider such comments. If a director does not make any comment it is presumed that he has consented to the draft minutes. On receipt of comments from all directors the minutes .....

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d or the Chairman. It is to be noted that once the minutes are entered in the book it shall not be altered. Any alteration is required the same shall be done by the express approval of the Board at its subsequent meeting in which such minutes are sought to be altered. Signing and dating of minutes The shall be signed and dated by the Chairman of the meeting or by the Chairman of the next meeting. The Chairman shall initial each page of the minutes, sign the last page and append to such signature .....

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r they are signed. Inspection and extracts of minutes A director is entitled to inspect the minutes of a meeting held before the period of his directorship; during the period of his directorship; even after he ceases to be a director. The Company Secretary in practice appointed by the company, the Secretarial auditor, the statutory auditor, the cost auditor or the internal auditor of the company can inspect the minutes either in physical form or electronic form. While providing inspection, all t .....

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