In this post, I will discuss Secretarial Standards related to Contents of Minutes under SS – 1 and SS – 2.
General Contents:
Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. [Paragraph 7.2.1.1 of SS – 1]
Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement or at conclusion of the Meeting. [Paragraph 17.2.1.1.]
In case a Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting. In respect of a Meeting convened but adjourned for want of quorum, a statement to that effect shall be recorded by the Chairman or any Director present at the Meeting in the Minutes. [Background Paragraph 1 after Paragraph 7.2.1.1 of SS – 1 and Paragraph 17.2.1.1 of SS – 2]
Minutes shall record the names of the Directors present physically or through Electronic Mode, the Company Secretary who is in attendance at the Meeting and Invitees, if any, including Invitees for specific items.[Paragraph 7.2.1.2 of SS – 1]
Minutes shall record the names of the Directors and the Company Secretary present at the meeting. [Paragraph 17.2.1.2 of SS – 2]
The names of the Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair. [Background Paragraph 1 after Paragraph 7.2.1.2 of SS – 1 and Paragraph 17.2.1.2 of SS – 2]
The capacity in which an Invitee attends the Meeting and where applicable, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded. [Background Paragraph 2 after Paragraph 7.2.1.2 of SS – 1]
Minutes shall contain a record of all appointments made at the Meeting. [Paragraph 7.2.1.3 of SS – 1]
Where the Minutes have been kept in accordance with the Act and all appointments have been recorded, then until the contrary is proved, all appointments of Directors, First Auditors, Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been duly approved by the Board. All appointments made one level below Key Managerial Personnel shall be noted by the Board. [Background Paragraph 1 after Paragraph 7.2.1.3 of SS – 1]
Specific Contents of Board Meeting Minutes:
Minutes shall inter-alia contain:
(a) Record of election, if any, of the Chairman of the Meeting.
(b) Record of presence of Quorum.
(c) The names of Directors who sought and were granted leave of absence.
(d) The mode of attendance of every Director whether physically or through Electronic Mode.
(e) In case of a Director participating through Electronic Mode, his particulars, the location from where and the Agenda items in which he participated.
(f) The name of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode.
(g) Noting of the Minutes of the preceding Meeting.
(h) Noting the Minutes of the Meetings of the Committees.
(i) The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.
(j) The fact that an Interested Director was not present during the discussion and did not vote.
(k) The views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors, provided these, in the opinion of the Chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interests of the company.
(l) If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate.
(m) The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.
(n) Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice and the transacting of any item other than those included in the Agenda.
(o) The time of commencement and conclusion of the Meeting. [Paragraph 7.2.2.1 of SS – 1]
Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned. [Paragraph 7.2.2.2 of SS – 1]
The decisions shall be recorded in the form of Resolutions, where it is statutorily or otherwise required. In other cases, the decisions can be recorded in a narrative form. [Background Paragraph 1 after 7.2.2.2 of SS – 1]
Where a Resolution was passed pursuant to the Chairman of the Meeting exercising his second or casting vote, the Minutes shall record such fact. [Background Paragraph 2 after 7.2.2.2 of SS – 1]
Specific Contents of General Meeting minutes:
Minutes shall, inter alia, contain:
(a) The Record of election, if any, of the Chairman of the Meeting.
(b) The fact that certain registers, documents, the Auditor’s Report and Secretarial Audit
Report, as prescribed under the Act were available for inspection.
(c) The Record of presence of Quorum.
(d) The number of Members present in person including representatives.
(e) The number of proxies and the number of shares represented by them.
(f) The presence of the Chairmen of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee or their authorised representatives.
(g) The presence if any, of the Secretarial Auditor, the Auditors, or their authorised representatives, the Court/Tribunal appointed observers or scrutinisers.
(h) Summary of the opening remarks of the Chairman.
(i) Reading of qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, as mentioned in the report of the Auditors.
(j) Reading of qualifications, observations or comments or other remarks as mentioned in the report of the Secretarial Auditor.
(k) Summary of the clarifications provided on various Agenda Items.
(l) In respect of each Resolution, the type of the Resolution, the names of the persons who proposed and seconded and the majority with which such Resolution was passed.
Where a motion is moved to modify a proposed Resolution, the result of voting on such motion shall be mentioned. If a Resolution proposed undergoes modification pursuant to a motion by shareholders, the Minutes shall contain the details of voting for the modified Resolution.
(m) In the case of poll, the names of scrutinisers appointed and the number of votes cast in favour and against the Resolution and invalid votes.
(n) If the Chairman vacates the Chair in respect of any specific item, the fact that he did so and in his place some other Director or Member took the Chair.
(o) The time of commencement and conclusion of the Meeting. [Paragraph 17.2.2.1 of SS – 2]
In respect of Resolutions passed by e-voting or postal ballot, a brief report on the e-voting or postal ballot conducted including the Resolution proposed, the result of the voting thereon and the summary of the scrutiniser’s report shall be recorded in the Minutes Book and signed by the Chairman or in the event of death or inability of the Chairman, by any Director duly authorised by the Board for the purpose, within thirty days from the date of passing of Resolution by e-voting or postal ballot. [Paragraph 17.2.2.2 of SS – 2]
Inspection of Minutes:
The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. [Paragraph 7.7.1 of SS – 1]
A Director is entitled to inspect the Minutes of a Meeting held before the period of his Directorship. [Background Paragraph 1 after 7.7.1 of SS – 1]
A Director is entitled to inspect the Minutes of the Meetings held during the period of his Directorship, even after he ceases to be a Director. [Background Paragraph 2 after 7.7.1 of SS – 1]
A Member of the company is not entitled to inspect the Minutes of Meetings of the Board. [Background Paragraph 6 after 7.7.1 of SS – 1]
Directors and Members are entitled to inspect the Minutes of all General Meetings including Resolutions passed by postal ballot. [Paragraph 17.6.1 of SS – 2]
Minutes of all General Meetings shall be open for inspection by any Member during business hours of the company, without charge, subject to such reasonable restrictions as the company may, by its Articles or in General Meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection. [Background Paragraph 1 after Paragraph 17.6.1 of SS – 2]
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 as he may consider necessary for the performance of his duties. [Background Paragraph 3 after 7.7.1 of SS – 1]
Inspection of Minutes Book may be provided in physical or in electronic form. [Background Paragraph 4 after 7.7.1 of SS – 1]
While providing inspection of Minutes Book, the Company Secretary or the official of the company authorised by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes Book is not mutilated or in any way tampered with by the person inspecting. [Background Paragraph 5 after 7.7.1 of SS – 1]
Extracts of the Minutes of Board Meetings:
Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book. However, certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting. [Paragraph 7.7.2 of SS – 1]
A Director is entitled to receive, a copy of the Minutes of a Meeting held before the period of his Directorship. [Background Paragraph 1 after Paragraph 7.2.2 of SS – 1]
A Director is entitled to receive a copy of the signed Minutes of a Meeting held during the period of his Directorship, even if he ceases to be a Director. [Background Paragraph 2 after Paragraph 7.2.2 of SS – 1]
Extracts of the duly signed Minutes may be provided in physical or electronic form. [Background Paragraph 3 after Paragraph 7.2.2 of SS – 1]
Extract of the Minutes of General Meetings:
Extract of the Minutes shall be given only after the Minutes have been duly signed. However, any Resolution passed at a Meeting may be issued even pending signing of the Minutes, provided the same is certified by the Chairman or any Director or the Company Secretary. [Paragraph 17.6.2 of SS – 2]
When a Member requests in writing for a copy of any Minutes, which he is entitled to inspect, the company shall furnish the same within seven working days of receipt of his request, subject to payment of such fee as may be specified in the Articles of the company. In case a Member requests for the copy of the Minutes in electronic form, in respect of any previous General Meetings held during a period immediately preceding three financial years, the company shall furnish the same on payment of such fee as prescribed under the Act. [Background Paragraph 1 after Paragraph 17.6.2 of SS – 2]
Copies of the Minutes or the extracts thereof as requisitioned by the Member, duly certified by the Company Secretary or where there is no Company Secretary, an officer duly authorised by the Board in this behalf, may be provided in physical or electronic form. [Background Paragraph 2 after Paragraph 17.6.2 of SS – 2]
At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.
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