i. Within fifteen days from the date of the Meeting of the Board or Committee or of an adjourned Meeting, the draft Minutes thereof shall be circulated to all the members of the Board or the Committee, as the case may be, for their necessary comments.
ii.
The Directors shall forward their comments on the draft Minutes within seven
days from the date of circulation thereof, so that the Minutes are finalized and
entered in the Minutes Book within the specified time limit of thirty days.
iii.
The Minutes of proceedings of a Meeting shall be entered in the Minutes Book
within thirty days from the conclusion of the Meeting.
iv.
In any case a Meeting is adjourned; the Minutes shall be entered in respect of
the original Meeting as well as the adjourned Meeting within thirty days from
the date of the respective Meetings. In respect of a Meeting adjourned for want
of Quorum, a statement to that effect shall be recorded in the Minutes Book by
the Chairman or any Director as designated by the Board who was physically
present at the Meeting.
v.
The date of entering the Minutes shall be specified in the Minutes Book by the
Secretary.
vi.
The Chairman shall put his initial on each page of the Minutes, and put his
full signature on the last page of the Minutes along with the date of signing
of the Minutes.
vii.
While the law requires that Minutes of the proceedings shall be entered in the
Minutes Book within thirty days of the Meeting, there is no prescribed time limit
within which such Minutes have to be signed. They could be signed beyond a
period of thirty days if the succeeding Meeting is held after a period of thirty
days from the date of the earlier Meeting. However, it is also not obligatory
to wait for the next Meeting in order to have the Minutes of the previous Meeting
signed. Such Minutes may be signed by the Chairman of the Meeting at any time before
the next Meeting is held.
viii.
The Minutes of Meetings of the Board can be inspected by the Directors only.
While the Auditors of the company or Chartered Secretary in Practice appointed
by the company can also inspect the Minute Books in the course of their audit
or certification. A member of the company or any other person has no right to
inspect the Minutes of Meetings of the Board or any Committee thereof.
ix.
Officers of the Registrar of Joint Stock Companies & Firms, other
Government or regulatory bodies duly authorized in this behalf under law,
during the course of an inspection, can also inspect the Minutes for discharging
of their official duties.
x.
Minutes shall not be pasted or attached to the Minutes Book.
xi.
Minutes, if maintained in loose-leaf form, shall be bound at intervals
coinciding with the financial year of the company. The pages of the Minutes
Book shall be serially numbered and there shall be proper locking device to
ensure security and proper control to prevent any sort of removal of the loose
leaves of the Minutes Book.
xii.
Extracts of the Minutes shall be given only after the Minutes have duly been 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 and was duly approved.
xiii.
Minutes of an earlier Meeting shall be noted at the next Meeting.
xiv.
Any alteration, other than grammatical, typographical or minor corrections, in
the Minutes as entered, shall be made only under the approval taken in the
subsequent Meeting in which such Minutes are sought to be altered.
xv.
The Minutes of Meetings of any Committee shall be circulated to the Members of
the Board along with the Agenda for the Meeting of the Board next following
such Meeting of the Committee and shall be noted at the Board Meeting.
xvi.
At the time of circulating the Agenda for the Meeting of the Board, if the
Minutes of Meetings of any Committee are pending noting by the Committee on such
Minutes shall be circulated to the Board in draft form.
Attendance
in Meetings and their Recording in the Minutes
i.
The names of the Directors present in the Meeting along with the names of
persons who were in attendance and the names of invitees in the Meeting, if
any, shall be recorded in the Minutes.
ii.
Apart from the Resolution or the decision, the Minutes shall mention the brief
background of the proposal and the rationale for passing the Resolution or
taking of the decision.
iii.
The names of the Directors who have dissented or have abstained from the
decision shall be recorded. Similarly, the fact that an interested Director who
did not participate in the discussion or vote on the agenda shall also be
recorded in the Minutes.
iv.
Wherever any approval of the Board or of the Committee is taken on the basis of
certain papers laid before the Board or the Committee, proper identification by
initialing of such papers by the Chairman or any Director shall be made and a
reference thereto shall be made in the Minutes.
9.
Preservation of Minutes and Supporting Papers
i.
The Minutes of all Meetings shall be preserved permanently.
ii.
If a company has been merged or amalgamated with any other company, the Minutes
of all Meetings of the Board and Committees of the transferor company shall be
preserved permanently by the transferee company for any future references
notwithstanding the fact that the identity of the transferor company may not
survive under such arrangement.
iii.
All office copies of Notices, Agenda and Notes to Agenda and other related
papers shall be preserved in orderly manner for as long as they remain current
or for twelve years, whichever is later, and may not be destroyed thereafter
without the authority of the Board.
10.
Disclosure
The
Annual Report of a company shall disclose the number of Meetings of the Board
and Committees held during the year indicating the number of Meetings attended
by each Director.
11.
Effective Date
This Standard shall come into effect from the date fixed by the Council.
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