DRAFTING
OF BOARD METTING MINUTES
1.
Every company shall
prepare a minutes of every meeting as per sec 193 of companies act 1956
2.
The Board should meet at least once in every
three months, with a maximum interval of 120 days between any two Meetings such
that at least four Meetings are held in each year.
3. The minutes shall contain the details like, the date, time
and venue of the meeting conducted, the persons attended the meeting, Leave of
absence, disclosures received from the Directors, confirmation of minutes of
previous meeting, decisions taken process at the meeting, resolutions, etc.
4.
Each page of the
minutes shall be numbered and duly initialed or signed and the last page shall
be signed and dated within 30 days by the chairman of that meeting or the chairman
of the succeeding meeting.
5.
Minutes shall be filed
in loose leafs in the minutes book once it is signed and at least once in six
months it shall be maintained in the binder.
6.
No alteration can be
made in the minutes after it is signed by the chairman, in case of any changes
it can be done by passing a resolution.
7.
Minutes can be kept
only at the register office of the company. It can be kept in any other place
within the city/ town/ village where the register office of the company is
situated unless it has passed a special resolution and filed form 23 with ROC.
8.
In case of any default
for not maintaining minutes, the company and each director or officer in
default shall be punishable with a fine which may extend to Rs. 500/-
9.
S. 197 stipulate that
the minutes of a company is not a public document and cannot be inspected by or
advertised to the shareholders. In case of any default the company and each
director or officer in default shall be punishable with a fine which may extend
to Rs. 5000/-
10.
As
per Secretarial Standards 5 on Minutes of the meetings issued by Institute of
Company Secretaries of India, New Delhi, the following are important
a)
In
respect of a Meeting convened but adjourned for want of quorum that fact should
be recorded in the Minutes of such adjourned meeting.
b) 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.
c)
The directors should 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.
What Not to include in Minutes
a. No day to day decisions
b. No more detail than that required to
demonstrate care and consideration by the Board
c.No personal observations by Board
Members
d.No inaccurate or inflammatory
statements
SPECIMEN OF BOARD MEETING
MINUTES
MINUTES OF THE FIRST BOARD
MEETING OF THE BOARD OF DIRECTORS OF M/s. XYZ Co Pvt Ltd HELD ON
WEDNESDAY THE 12th DAY OF APRIL 2012 AT 10.30 AM, AT No
6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017, THE REGISTERED OFFICE OF THE COMPANY
DIRECTORS PRESENT
Mr. AAAAA
Mr. BBBBBB
CHAIRMAN OF THE MEETING
Mr. AAAAA was unanimously elected pro-term Chairman of the Meeting
till a permanent Chairman was appointed. He welcomed the Directors
at the First Meeting of the Board of Directors. Thereafter he ascertained the
quorum, and taken that the meeting was duly convened and properly constituted
and agenda of the meeting was taken up.
1.CERTIFICATE OF INCORPORATION
The Certificate of Incorporation having Registration No. [x00000xxx0000xxx0000] dated
01.04.2012 and a copy of Memorandum and Articles of Association registered with
the Registrar of Companies Tamil Nadu were placed before the Board. The
Board noted the same.
2. CONSTITUTION OF THE BOARD - APPOINTMENT OF
FIRST DIRECTORS
The Chairman informed the Board that as per Clause iv of the Articles of
Association of the Company, Mr. AAAA and Mr. BBBB are being named as
first Directors of the Company, constitute the Board of Directors in terms of
the provisions of the Companies Act, 1956. The copy of Form No. 32 filed with
the Registrar of Companies, TamilNadu was also placed before the
Board for perusal. The Board thereafter passed the following resolution:
“RESOLVED THAT pursuant to the Clause 20 of the Articles of
Association of the Company and Form No. 32 filed with the Registrar of
CompaniesTamilNadu, Mr. AAAA and Mr. BBBB constitute the first Directors
of the Board of Directors of the Company from the date of incorporation of the
Company till the conclusion of the first Annual General Meeting of the
Company.”
3. TO TAKE NOTE OF THE DISCLOSURE OF INTEREST UNDER SECTION
299 AND CERTIFICATE UNDER SECTION 274 (1)(g) OF THE COMPANIES ACT,
1956
The Chairman informed the Board that the Company has received the
General Notice of disclosure for the Year 2012-2013, pursuant to the
provisions of Section 299 and certificate under Section - 274(1) (g) of the
Companies Act, 1956 from all the directors of the Company. The same was read in
the meeting and the Board took note of the same and passed following resolution
with unanimous consent:
“RESOLVED THAT notices of interest of directors under section 299
and certificate under Section- 274(1)(g) of the Companies Act, 1956 as
submitted by all the directors of the Company for the Financial Year [Financial
year] be and are hereby taken on the record.”
4. REGISTERED OFFICE OF THE COMPANY
A copy of Form No. 18 relating to the Registered Office of the Company
filed with the Registrar of Companies, TamilNadu, was placed before the
Board. The Board discussed the matter and passed the following
resolution:
“RESOLVED THAT the Registered Office of the company be situated at No
6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017
"RESOLVED FURTHER THAT a name plate containing Company’s name
and address of the Registered Office be affixed at the registered office and
that the Company’s name and address of the Registered Office be
mentioned in legible characters in all business letters, bill heads and letter
papers and in all its notice and other official publications, etc., pursuant to
Section 147 of the Companies Act, 1956.”
5. FIRST AUDITORS OF THE COMPANY
The Chairman informed the Board that pursuant to Section 224(5) of the
Companies Act, 1956, the company is required to appoint Statutory Auditors of
the Company. He proposed that [Name of the Statutory Auditors], Chartered
Accountants, having its office at No.14, Nethaji Road, Kodambakkam,
Chennai 600034 may be appointed as first Auditors of the company. The
Company has received a consent letter from [Name of the Statutory
Auditors], Chartered Accountants, to act as Statutory Auditors of the
Company and a certificate to the effect that their appointment as an Statutory
Auditors, if made would be in accordance with the limit specified in Section
224(IB) of the Companies Act, 1956.The Board noted the same and after
discussion, passed the following resolution unanimously:
“RESOLVED THAT pursuant to section 224(5) of the Companies Act,
1956, --------------, Chartered Accountants, having its office at 14,
Nethaji Road, Kodambakkam, Chennai 600034 be and are hereby appointed as
first auditors of the company to hold the office until the conclusion of the
first Annual General Meeting.
6. ADOPTION OF COMMON SEAL
The Chairman placed before the Board the proposed Common Seal of the
Company for perusal. The Board perused the Common Seal and after discussion
passed the following resolution:
“RESOLVED THAT the Seal as produced at this meeting be and is
hereby approved and adopted as the Common Seal of the Company and that an
impression of same be affixed in the margin of the minutes of this meeting and
initialed by the Chairman.
“RESOLVED FURTHER THAT the said Common Seal be kept in the safe
custody of Directors of the Company.”
7. FINANCIAL YEAR OF THE COMPANY
The Board discussed the matter of fixing financial year of the Company
and passed the following resolution :
“RESOLVED THAT the first “2012-13” of the Company be the
period starting from the date of incorporation of the
Company viz 01.04.2012 – 31.03.2013 both days inclusive, and the
first statement of accounts of the company shall relate to the same
period.
“RESOLVED THAT the second and subsequent “2012-13” of the company
be the period from 1st April to 31st March, in each year unless
decided otherwise.”
8. SUBSCRIBERS TO THE MEMORANDUM
The Board was informed that following subscribers have agreed to
subscribe to the equity shares of the company as per following details:
Sr.No.
|
Name of
Subscribers
|
Numbers of
equity shares subscribed
|
1.
|
Mr.
AAAA
|
15000
|
2.
|
Mr.
BBBB
|
15000
|
It was informed that the company is yet to receive share application
money from the subscribers. The Board suggested that the subscribers may be
approached for the subscription money and capital of the company be made fully
paid up.
9. PRELIMINARY EXPENSES
The Chairman placed before the Board, a statement of preliminary
expenses incurred in connection with the incorporation of the company and
printing of Memorandum and Articles of Association of the Company
and other expenses related thereto. It was pointed out that the
total preliminary expenses amounting to Rs.50000 have so
for been incurred. The Board discussed the matter whereupon, following
resolution was passed:
“RESOLVED THAT the preliminary expenses amounting to Rs. 50000 Fifty
Thousand expended in connection with the incorporation/registration of the
Company as per the statement placed before the meeting be and is hereby
approved.
“RESOLVED FURTHER THAT the amount of preliminary expenses incurred
by the Promoters in connection with the incorporation/registration of the
Company be paid to them.”
10. DIRECTORS FEE
The Chairman placed before the Board the matter regarding payment of fee
to Directors for attending the meeting of the Board of Directors. The Board
discussed the matter in detail and decided that no fee, traveling or
such other expenses shall be paid to any Directors for
attending the meeting of the Board of Directors for the time being.
Thereafter the Board passed the following resolution:
“RESOLVED THAT no fee, travelling or such expenses shall be paid to
any Director for attending the meeting of the Board of Directors or of a
Sub-committee thereof, till such time the Board determines otherwise.”
11. VOTE OF THANKS
There being no other business to transact, the meeting concluded with a
vote of thanks to the chair.
Dated 13.04.2012 CHAIRMAN
FIRST QUARTER BOARD MEETING MINUTES (APRIL
– JUNE)
MINUTES OF THE
MEETING OF THE BOARD OF DIRECTORS OF XYZ CO PVT LTD HELD
ON THURSDAY THE 19TH JULY 2012 AT
10 AM AT No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017
DIRECTORS
PRESENT
Mr. AAAAA
Mr. BBBBBB
IN
ATTENDANE
Mr. XXXXX
01. Chairman of
the Meeting
The Directors present unanimously elected Mr. AAAAA as the
Chairman of the meeting and the proceedings of the meeting started.
02. Leave of
absence
Leave of absence from the Meeting was granted to Mr. AABBB
03. Confirmation
of Minutes
Minutes of the last meeting of
the Board of Directors of the Company held on 25.03.2012 were read and thereafter the
following resolution was passed:
Resolved that the Minutes of
the Board of Directors of the Company held on 25.03.2012 be and are hereby approved and
confirmed.
04. Matters arising out of previous Meeting
The Board noted that matters
arising from the previous meeting have been completed.
05. Notice of Interest of Directors
Notice in Form 24AA received
from the Directors indicating the companies in which they are Directors,
Private Companies in which they are members and firms they or their relatives
are partners and list of their relatives within the meaning of section 6 of
the Company Act were read at the meeting and taken on record by Board.
06. Business Review
The Board discussed about the
prospects of the business.
07. Vote of Thanks
Since there was no other
matters for discussion the meeting terminated with a vote of thanks.
DATE 20.07.2012
CHAIRMAN
|
SECOND QUARTER BOARD MEETING MINUTES (
JULY – SEPTEMBER)
Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT
LTD, Saturday, the 02st September, 2012 at 10.00 AM at the
Registered Office of the company at 6,
GANDHIJI ROAD, T NAGAR, CHENNAI 600017
Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB
01. Chairman of
the Meeting
Mr. AAAAA, Chairman took the Chair.
02. Leave of
absence
Leave of absence from the Meeting was granted to Mr. XXXX
03. Confirmation
of Minutes
Minutes of the last meeting of
the Board of Directors of the Company held on 19.07.2012 were read and
thereafter the following resolution was passed:
Resolved that the Minutes of the
Board of Directors of the Company held on 19.07.2012 be and are hereby approved
and confirmed.
04. Matters arising out of previous Meeting
The Board noted that matters
arising from the previous meeting have been completed.
05. Adoption of Annual Accounts for the year ended 31st March,
2012
The Chairman stated that M/s.
-------- , Chartered Accountants, at 14, Nethaji
Road, Kodambakkam, Chennai 600034 had completed their audit for
the period ended 31st March 2012. The Board after perusal of various
statements and due deliberations, passed the following resolution:
“RESOLVED THAT the Balance Sheet
for the period ended 31st March, 2012, the Profit and Loss Account
together with Notes and Schedules thereto, as placed before the Board and duly
initialed by the Chairman for the purpose of identification, be and are hereby
adopted and Mr. AAAAA and Mr. BBBBB shall sign the same and deliver it to the
Auditors for obtaining their signature and report on the accounts”.
06. Appointment of Auditors
M/s. ---------, Chartered
Accountants, 14, Nethaji Road, Kodambakkam, Chennai
600034 , who are the statutory auditors of the company, hold office
in accordance with the provisions of the Act up to the conclusion of the forth
coming Annual General Meeting and is eligible for re-appointment. The Board decided unanimously to recommend
their appointment at the Annual General Meeting.
07. Convening AGM
The Chairman informed the Board
of Directors that the Annual General Meeting will be held on Saturday the 30th
September, 2012 at 11 A.M. at Registered Office at 6, GANDHIJI ROAD, T
NAGAR, CHENNAI 600017
The Board, after discussions,
adopted the following resolution:
RESOLVED that Annual General
Meeting of the Company be convened on Saturday the 30th September, 2012 at 11 A.M.
at Registered Office situated at New 6, GANDHIJI ROAD, T NAGAR, CHENNAI
600017
. Notice for convening AGM on
Saturday, the 30th September, 2012 as per the draft placed on the
table and signed by the Chairman for the purpose of identification be and is
hereby approved and Mr. AAAAA, Director be and is hereby authorized to sign the
Notice on behalf of the Company and send the Notice to all the members of the
Company.
08. Business Review
The Board discussed about the
prospects of the business.
09. Vote of Thanks
Since there was no other matters
for discussion the meeting terminated with a vote of thanks.
DATE: 03.09.2012
CHAIRMAN
THIRD QUARTER BOARD MEETING MINUTES
(OCTOBER – DECEMBER)
Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT
LTD, Friday, the 10th November, 2012 at 10.00 AM at the Registered
Office of the company at 6, GANDHIJI
ROAD, T NAGAR, CHENNAI 600017
Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB
01. Chairman of
the Meeting
Mr. AAAAA, Chairman took the Chair.
02. Leave of
absence
Nil
03. Confirmation
of Minutes
Minutes of the last meeting of
the Board of Directors of the Company held on 11.09.2012 were read and
thereafter the following resolution was passed:
Resolved that the Minutes of the
Board of Directors of the Company held on 11.09.2012 be and are hereby approved
and confirmed.
04. Matters arising out of previous Meeting
The Board noted that matters
arising from the previous meeting have been completed.
05. Business Review
The Board discussed about the
prospects of the business.
06. Vote of Thanks
Since there was no other matters
for discussion the meeting terminated with a vote of thanks.
DATE: 11.11.2012
CHAIRMAN
FOURTH QUARTER BOAR MEETING MINUTES
(JANUARY – MARCH)
Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT
LTD, Friday, the 22rd February, 2013 at 10.00 AM at the Registered
Office of the company at 6, GANDHIJI
ROAD, T NAGAR, CHENNAI 600017
Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB
01. Chairman of
the Meeting
Mr. AAAAA, Chairman took the Chair.
02. Leave of
absence
Nil
03. Confirmation
of Minutes
Minutes of the last meeting of
the Board of Directors of the Company held on 10.11.2012 were read and
thereafter the following resolution was passed:
Resolved that the Minutes of the
Board of Directors of the Company held on 10.11.2012 be and are hereby approved
and confirmed.
04. Matters arising out of previous Meeting
The Board noted that matters
arising from the previous meeting have been completed.
05. Business Review
The Board discussed about the
prospects of the business.
06. Vote of Thanks
Since there was no other matters
for discussion the meeting terminated with a vote of thanks.
DATE: 23.02.2012
CHAIRMAN
