Statutory Registration or Maintenance of Minutes Book
Every Company incorporated in India is required to maintain statutory registers and records. These records can be maintained online, electronically. The statutory register and records shall be kept at the registered office of the company.
Directors, Members of the company and any other person can inspect certain registers and records of the company. Non-Maintenance of the mandatory registers and statutory records attract various penalties on the company, the
Directors and every other officer in default. The statutory records of the company must be kept up to date and where if any changes take place within the company, necessary adjustments must be made.
The Companies Act has laid out certain guidelines showing how to maintain the minutes of a Company. They are as follows:
- The minutes have be recorded in a book. A separate book has to be maintained for the Board meetings and related Committees.
- Minutes must be maintained in either electronic or physical form with Timestamp.
- Minutes may be maintained in loose-leaf form but they must be bounded regularly.
- The recording must be done systematically. General content is mentioned first and then the specific content is mentioned.
- The minutes must be recorded according to the proceedings of the meeting and must be very accurate. The minutes are to be written in
past tense and in a third person form. Nonetheless, resolutions are recorded in present tense.
- After a proper recording, the minutes are circulated amongst all the directors in a span of fifteen days. The Directors are allowed to make their comments. Then these comments are recorded in the minute’s book in a span of seven days from the circulation.
- The date of entry, as well as the date of the meeting, must be recorded before recording any other data. Furthermore, the Company Secretary makes all the recording. The company, however, may appoint someone else in case of the absence of the CS.
- The minutes are to be signed by the Chairman of the specific or the next meeting along with the date and the place. If minutes are recorded electronically, then digital signing is to be done.
- The inspection of minutes by any Director, Auditor or Company Secretary of the Company is allowed.
The content of the minutes:
Content of the Minutes are divided into two parts:
- General Contents
- Specific Contents.
General Contents: the general contents include the following:
- State at Beginning:-At the beginning, the minutes will state the following:
The serial number
Type of the meeting
Name of the company
The day, date, venue and the time of commencement of meeting
The conclusion of the meeting
- Person Presents:
The names of the directors present physically.
The names of the directors present through the electronic mode.
Company Secretary who is in attendance at the meeting Invitees, if any, (this includes Invitees for specific items).
Names of the directors starting with the name of the person in the Chair.
Names of the Directors must be listed in alphabetical order but name of Chair at first.
Name of invitees in the capacity in which an Invitee attends the Meeting.
In case of an invitee attending on behalf of an entity, the name of the entity such Invitee represents and the relation, if any, of that entity to the company must also be recorded
- Specific Contents:
After mentioning the general content in Minutes, given below are the specific contents:
a) Record of Election of Chairman of Meeting:-If there is a Chairman of the Board, then that person will be Chairman of the Board Meeting.
If there is no Chairman of the Board, and if there is a Chairman but he is absent then the directors must appoint any person from themselves as Chairman of the Meeting.
b) Granting of Leave of Absence:-If a director is absent and is given leave of absence to Company, the Chairman will record the Leave of Absence.
The Company must receive a Letter of “Leave of Absence “from the absent director.
c) Record Mode of Attendance of Director:-The Chairman will record the presence of the director along with mode of presence i.e. Physical or through electronic mode.
d) Record presence of quorum:-The Chairman will check the quorum and record the quorum.
e) Record Details of the Director present through video conferencing:-If any director participates through video conferencing then the Chairman will record the following: His particulars, his location and the Agenda items in which he participated. This is done by roll call. The Chairman will take a roll call of directors present through video commencing.
f) Noting of the Minutes of the preceding Meeting:-In the Board Meeting, the company will take note the Minutes of last board Meeting by circulation of the signed copy of minutes to all the present directors.
g) Noting the Minutes of the Meetings of the Committees:-If any committee is merged by the Company, then in the board meeting of the Director Company will take note the minutes of Committee Meeting.
h) Noting of resolution passed by the circulation:-If the company has passed any resolution by circulation resolution then the company will take noting of such resolution in the upcoming minutes.
i) If any Director participates only for only a part of the Meeting, the Agenda items in which he did not participate:-If a director is interested in any resolution, then at the time of passing of that resolution mention about interest of that director.