Describe the specific contents that minutes of a meeting must contain under the provisions of The Companies Act, 2013.

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2020
Describe the specific contents that minutes of a meeting must contain under the provisions of The Companies Act, 2013.

Answer & Explanation:

Section 118(10) of the Companies Act, 2013 states that every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government. As per Secretarial Standard-1 on 'Meetings of the Board of Directors' Minutes shall inter-alia contain: The name(s) of Directors present and their mode of attendance, if through Electronic Mode. In case of a Director participating through Electronic Mode, his particulars, the location from where he participated and wherever required, his consent to sign the statutory registers placed at the Meeting. 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. Record of election, if any, of the Chairman of the Meeting. Record of presence of Quorum. The names of Directors who sought and were granted leave of absence. Noting of the Minutes of the preceding Meeting. Noting the Minutes of the Meetings of the Committees. The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any. The fact that an Interested Director did not participate in the discussions and did not vote on item of business in which he was interested and in case of a related party transaction such director was not present in the meeting during discussions and voting on such item. 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. If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate. The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon. Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice. Consideration of any item other than those included in the Agenda with the consent of majority of the Directors present at the Meeting and ratification of the decision taken in respect of such item by a majority of Directors of the company. The time of commencement and conclusion of the Meeting. 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.

Topics: Companies Act, 2013

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