Specimen Excerpt of Board Minutes of a Private Limited Company

The minute of the general meeting is an integral document of the Company, which must be drawn up and kept in the same way as accounting books. The minutes are a summary of the distilled wisdom of the board, their views, thoughts, and aspirations, providing strategic guidance and a blueprint for setting it on a growth trajectory. Writing good minutes is just as important as preparing deeds and contracts. The topic should be precise and in simple language so that the reader can understand it even years later. Therefore, registration has its meaning in the provisions of the Companies Act, 2013 and the Secretarial Standards issued by ICSI as a statutory requirement for companies.
Let us discuss the Specimen of minutes of board meeting.

What are the minutes of the meeting?

Minutes are the official record of the meeting. They help to understand the proceedings and decisions taken at the meeting. There is no restrictive language for recording meeting minutes or a format to adhere to.

Records kept under the provisions of the Companies Act can serve as evidence in court. For example, the only way to prove that a board resolution was passed at a board meeting is to submit the minutes in which the relevant resolution was entered before the court.

Minute book

The minutes of the meetings should be kept in a book of minutes kept for this purpose at the registered office of the company or a place approved by the board of directors. The law prohibits entries in a record book, so entries cannot be typed and then written in a bound record book or loose sheets. Also, the entry should not be printed on a piece of paper, whether on letterhead or any other paper, and inserted in the record book to preserve the integrity and probative value of the record.

Courts in the past invalidated board meetings due to the failure of recording minutes in a proper book under the Companies Act 2013. Therefore, a minute book should be kept and segregated for different proceedings such as board meetings and meetings of various board committees.

Format of the minutes of the meeting

Minutes of the meeting should contain the serial number and type of meeting, company name, day, date, place, and time of the meeting. In addition, the meeting minutes must also contain the following information:

Details of participants: In the case of minutes of company meetings, the name(s) of the members of the board of directors present and the manner of their participation must be stated. If all directors are physically present, the minutes need not specifically record the manner of attendance. However, the minutes should record the method of participation if any director participates by video conference or other electronic methods, along with the location from which he participates.
If a company secretary is involved, details of the company secretary must be provided. The minutes must include details of any other person who is present and those invited. Finally, the minutes of the meeting must include the names of the directors who applied for and were granted leave.

Elections and quorum: The minutes of the meeting must contain a record of the election of the chairman of the meeting. Furthermore, it should also include details of the presence of the Quorum. If a Resolution is present at the commencement of a Meeting, but subsequently any Director leaves before the adjournment of the Meeting, as a result of which the requirement for a Resolution for business taken thereafter is not met, the Meeting should be adjourned and a declaration to that effect should be recorded in the minutes.

Resolution details passed: The minutes of the meeting should contain the text of resolutions (resolutions) adopted in circulation since the last meeting, including any disagreement or abstention from voting. If any director on the board of directors dissents or abstains from voting on any resolution passed by circulation, such dissent or abstention should be recorded in the minutes of the meeting.

Details of Dissent and Opinions of Independent Directors: The views of the Director or Independent Director must be recorded in the minutes of the meeting, especially if the Director or any other person at the meeting insists on them. Furthermore, the minutes of the meeting must state the disagreement and the name of the director who disagreed with the resolution or abstained from voting on the resolution.

Related Party Transactions: In the case of a limited liability company, the minutes of the meeting should record the fact that the interested director participated in the discussion and voted after disclosing his interest. If the executive did not participate in the meeting and did not vote on the item he was interested in, and in the case of a transaction with a related person, this information must also be recorded in the minutes.

Miscellaneous items: The discussion of any item other than that contained in the meeting agenda with the consent of the majority of the members of the board of directors present at the general meeting and the approval of the decision taken on this item by the majority of the members of the board of directors of the company should be indicated in the minutes.

Acknowledgment and closing of the meeting: If any acknowledgments need to be mentioned, they can be given before the deadline. Finally, the start and end time of the Meeting should be recorded in the minutes.

Sample Minutes for the first Board Meeting

Minutes of the first Board Meeting of ………………….. (Company Name), held on ………………….. (Day)… (Date, Month and Year) at ………………….. (Venue) from ………………….. (Time of Commencement).

Present:

1. ……………. (in the Chair)
2. …………….
3. …………….
4. …………….

In attendance:

1. ……………

Company Secretary

1. ……………

Chairman for the Meeting

Mr.………….. ………..was elected as the Chairman for the Meeting.

Quorum

The business before the Meeting was taken up after having established that the requisite Quorum was present.

Leave of Absence

Leave of absence was granted to Mr. / Ms. X who expressed his inability to attend the Meeting owing to his pre-occupation.

Certificate of Incorporation

The Board was informed that the company has been incorporated on… and the Directors noted the Certificate of Incorporation No……………. of …….…, dated ……….. Issued by the Registrar of Companies…

Memorandum and Articles of Association

A printed copy of the Memorandum and Articles of Association of the company as registered with the Registrar of Companies, ………….was placed before the Meeting and noted by the Board.

Registered Office

The Board noted that the Registered Office of the company will be at …………….., the intimation of which has already been given to the Registrar of Companies,……………….

First Directors

The Board noted that in terms of Article …………. of the Articles of Association of the company, Mr.………, Mr.….………and Mr.…………… are the first Directors of the company.

Appointment of First Auditors

Reference was made to Mr. …………….’s note dated ……….. on the subject, as circulated.

The Chairman stated that pursuant to Section 139 of the Companies Act, 2013, First Auditors are to be appointed within thirty days from the registration of the company.  For this purpose, Messrs. ……………….., Chartered Accountants,……………….., had been approached to act as the first Auditors of the company. A letter received from Messrs. ……………….., conveying their consent was placed before the Directors. The Board, after discussion passed the following Resolution:

“RESOLVED THAT Messrs. ……………, Chartered Accountants, …., ……, be and are hereby appointed pursuant to Section 139(6) of the Companies Act, 2013, as the first Auditors of the company at such remuneration as may be fixed by the Board in consultation with the Auditors to hold office from the date of this Meeting till the conclusion of the first Annual General Meeting of the company.”

“RESOLVED FURTHER THAT the Director/Company Secretary be and is hereby authorized to make the necessary filings with the Statutory Authorities”.

Opening of Bank Account

The Chairman informed the Board that it is proposed to open a current account in the name of the company with …………….Bank. The Board agreed with the same and passed the following Resolution:

“RESOLVED THAT a current account be opened in the name of ……… Limited with the ………. Bank, ………, and that the Bank be instructed to honor all cheques, bills of exchange, promissory notes or other orders which may be drawn by/ accepted/ made on behalf of the company and to act on any instructions so given relating to the account, whether the same be overdrawn or not, relating to the transactions of the company and that any two of the following Directors/officers of the company, jointly, namely:

1. ……………………
2. ……………………
3. ……………………

Issue of Share Certificates

Reference was made to Mr. …………….’s note dated ……….. on the subject, as circulated. The Chairman informed the Board that Mr.……., Mr……… and Mr. ………, who are subscribers to the Memorandum of Association of the company, had each agreed to take and have taken______ (__________) equity shares in the company. He further informed the Board that pursuant to Section 2(55) of the Companies Act, 2013, the names of the said subscribers to the Memorandum of Association have been entered in the Register of Members and that equity share certificates are required to be issued to them. The Board agreed with the same and passed the following Resolution:

“RESOLVED THAT Mr.………., Mr.………. and Mr. ……….., the subscribers to the Memorandum of Association of the company who had agreed to take and have taken__________ (__________) equity shares each of the company, be issued equity share certificates and that Mr.………. and Mr.…………….., Directors of the company, and Mr.……………, Company Secretary, be and are hereby authorised to sign the said certificates.”

Next Board Meeting

It was decided to hold the next Board Meeting at…………… a.m. / p.m. on………. (Day), (Date, Month and Year) at……….. (Venue).

Conclusion of the Meeting

There being no other business, the Meeting concluded at …. (Time) with a vote of thanks to the Chair.

Place: …………………..

Date: ……………………

Signature of Chairman

Final words

The private placement will be made only to a select group of persons identified by the Board of Directors, whose number will not exceed fifty or such greater number, i.e. a maximum of 200, excluding qualified institutional buyers and employees of the Company to which the securities are offered under the employee stock option program in the financial year.