Minutes writing under IBC

MAJOR COMPLIANCES RELATING TO MINUTES:

CONTENT OF THE MINUTES:

Content of the Minutes are divided into two parts:

i. General Content

ii. Specific Content

i. General Contents: General Contents include the following below given:

a) State at Beginning: At the beginning minutes shall state the followings:

i) The serial number

ii) Type of the Meeting as COC Meeting

iii) Name of the company

iv) Day, date, venue and time of commencement of Meeting and Conclusion of the Meeting

b) Person Presents:

Names of the COC member present physically or by video conferencing.
Names of the suspended members of board of Directors present in person.
Special Invitees, if any, (including Invitees for specific items)

Precautions while preparation of Minutes:

The name of the COC members starting with the name of the person in the Chair.

The names of the COC members shall be listed in alphabetical order but name of Chair at first.

The name of invitees in the capacity in which an Invitee attends the Meeting.
In case of invitee attend on behalf of entity, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded.

ii. Specific Contents:

After mention the general content in Minutes, below given are the specific contents:

a) Record of RP to be Chairman of Meeting as per code.

b) Granting of Leave of Absence:

If any COC member is absent and given leave of absence to RP, Chairman will record the Leave of Absence.

RP should receive a Letter/ written communication of “Leave of Absence “from the absent COC member.

c) Record Mode of Attendance of COC members:

Chairman will record the presence of COC members along with mode of presence i.e. Physical or through video conferencing mode.

d) Record presence of quorum:

Chairman will check the quorum and record the quorum.

e) Record Detail of COC member present through video conferencing:

If any COC member will participate through video conferencing then Chairman will record the following:

His particulars, the location from where and the Agenda items in which he participated. Also record the precaution taken in video conferencing that no one except one allowed to attend is present at a place of video conferencing.

Chairman will take roll call of COC members and suspended member of board of directors present and through video conferencing.

f) Noting of the Minutes of the preceding Meeting:

In the COC Meeting RP will take note the Minutes of last COC Meeting by circulation of signed copy of minutes to all the present COC members.

g) Noting of resolution passed by e voting:

If COC has passed any resolution by evoting resolution then RP will take noting of such resolution in the finalised minutes.

The RP will take note the following:

The text of Resolutions,Recording of dissent or abstention, if any.

h) If any COC member has participated only for a part of the Meeting, the Agenda items in which he did not participate.

i) Other items to be mention in Minutes:

Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and
summaries the deliberations thereof
In case of major decisions, the rationale thereof shall also be mentioned.

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.

B. RECORDINGS OF MINUTES:

a) Minutes shall contain a fair and correct summary of the proceedings of the Meeting:

The RP shall record the proceedings of the Meetings.

The Chairman shall ensure that the proceedings of the Meeting are correctly recorded.

Power of Exclusion:

The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the stakeholders.

b) Minutes shall be written in clear, concise and plain language:

Minutes shall be written in third person and past tense.Resolutions shall however be written in present tense.Minutes need not be an exact transcript of the proceedings at the Meeting.

c) Verification of relevant Documents:

Any document, report or notes placed before the COC and referred to in the Minutes shall be identified by initialing of such document, report or notes by the Chairman.Wherever any approval of the COC is taken on the basis of certain papers laid before the COC, proper identification shall be made by initialling of such papers by the Chairman and a reference thereto shall be made in the Minutes.

d) Superseded or Modified Resolution

Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution (s) or decision.

Minutes writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minuting. He has to keep in mind the rule of interpretation while drafting them.

FURTHER PRECAUTIONS TO BE TAKEN WHILE PREPARING THE MINUTES:

PAGE NUMBERING:

i. The pages of the Minutes Books shall be consecutively numbered.

FINALIZATION OF MINUTES:

CIRCULATION OF DRAFT MINUTES:

a) Circulation of draft Minutes:

i. The draft Minutes thereof shall be circulated within 48 hours of minutes to all the COC members and suspended directors of the Board for their comments.

b. MODES of circulation of draft Minutes:

i. By e-mail or by any other recognized electronic means.

ii. PROOF of sending of draft Minutes and Delivery shall be maintained by the RP.

c. Comments by COC and Time Period for Comment on draft minutes:

i. The COC members, shall communicate their comments, if any, in writing on the draft Minutes.

ii. If any COC communicates his comments at time of next COC, where previous meeting minutes are read, the Chairman shall consider such comments and amend minutes to that effect.

iii. In the event a COC does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such COC.

d. Who is entitled to receive draft minutes:

i. All COC members are entitled to receive it.

ii. suspended members of board director is entitled to receive the draft Minutes of the particular Meeting but they have no right comment thereon.Incase there is fact mentioned which is not in line of discussion that took in place, he can draw attention of the chairman by email. The chairman decision on it will be final. Adjudicating Authority decision if any will have to be honoured by chairman.

SIGNING AND DATING OF MINUTES:

A. Who is authorized to sign Minutes?

Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting.

How to Sign Minutes?

The Chairman shall initial each page of the Minutes,Chairman will sign the last page. The Chairman will mention Date on last Page.The Chairman will mention Place on last Page.

If minutes are prepared in electronic mode then how they will get sign?

If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.

Alteration in the Minutes after Signature:

Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard.

INSPECTION OF MINUTES:

INSPECTION
Who can inspect the Minutes of COC Meeting?

COC and Adjudicating Authority can inspect the Minutes.

Company Secretary in Practice appointed by the company Secretarial Auditor,
the Statutory Auditor,the Cost Auditor
the Internal Auditor of the company.

MEMBER OF THE COMPANY OR ANY OTHER PERSON THAN MENTIONED ABOVE IS NOT ENTITLED TO INSPECT THE MINUTES BOOKS AS THEY ARE NOT PUBLIC DOCUMENTS.

EXTRACTS OF MINUTES

Extracts of the Minutes shall be given only after the Minutes have been duly Signed.

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.

{If company is passing any resolution with the reference of earlier resolution then give reference of earlier pass resolution in new resolution}.

PRESERVATION OF MINUTES:

MINUTES:

a) Duration for Preservation:

Minutes shall be preserved PERMANENTLY, whether in Physical or Electronic form.

NOTICE/AGENDA & NOTES:

a. Duration of preservation:

Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later.

b. How to destroy:

May be destroyed thereafter with the approval of the Adjudicating Authority.

Hope above will assist RP in there preparing of minutes.