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The Minutes of the Board of Director's Meeting is a document used as the official record of the business of the Board of Directors meeting. This document can be used for both private and public companies. It is a fair and correct summary of the proceedings of the meeting. In India, every company is required to maintain the records of minutes of the Board of Director's meetings.
A public company is a company that is listed or recognized on a stock exchange like NSE, BSE, etc. and the securities/shares can be traded publicly E.g., Tata Ltd. A private limited company is a company whose shares cannot be traded publicly.
The minutes kept in accordance with the rules of the Companies Act, 2013 are valid evidence in a court of law. The minute's book acts as evidence of conducting the Board meeting and the record of resolutions passed in the meeting. The minutes can be kept in either physical or electronic form (with timestamps).
Unless the Articles of Association (AoA) provide for a larger number, the quorum required for a Board meeting is one-third of the total number of directors or two directors, whichever is higher.
How to use this document?
The Minutes include the following important information:
General Details - the serial number of the meeting, type of the meeting, name of the company, date, time, venue of the meeting, method of meeting (virtual or physical) etc.
Details of director's present - The details of the director including name, designation, DIN, etc. are included.
Details of other invitee's present - The details of other invitees like the CEO, CFO, Legal Counsel, CS, etc. are included.
Details of directors not present - This includes the directors who are not present for the meeting and their voting rights.
Chairman of the meeting - This includes the details of the chairman of the Board or temporary chairman elected for the conduct of the Board meeting.
Secretary of the meeting - Generally, Company Secretaries (CS) record the minutes of the meetings and will be responsible for consolidating the minutes of the meeting.
Notice of meeting - This includes how and when the notice of the meeting was served to the directors and other stakeholders of the company about the current meeting. A minimum of seven days' notice is required to be served to the directors before conducting the meeting unless an urgent meeting in accordance with the Companies Act, 2013 is called upon. It is important to mention the details and get them approved in the meeting of the Directors.
Review of previous minutes - This includes the details of previous minutes and resolutions passed by the directors.
Resolutions passed by circulation - This included the details of resolutions passed by circulation or without calling a meeting prior to this meeting. Under this, the draft resolution is circulated among all the directors through the physical or electronic form without calling a board meeting.
Unfinished businesses from the previous minutes - Under this, the details of previous unfinished resolutions passed by the directors can be included.
Resolutions passed in the current meeting - This section covers the details of resolutions passed in the current meeting.
Key appointments - the details key appointments for the posts like directors, first auditors, Key managerial persons approved during the meeting.
Next meeting details - The date, time, place, etc. of the next directors meeting can be included here.
Once prepared, the minutes need to be signed by the Chairman (initials on each page) and need to be kept in the company's minutes book.
The rules and regulations under the Companies Act 2013 will be applicable here.
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