Preparation of minutes of General, Board of Directors and Committee Meetings is a legal requirement under the Companies Act, 2013. Suggest at a minimum, what the minutes must contain?

CS Professional · Ethics, Governance and Sustainability · PYQS · December 2019
Preparation of minutes of General, Board of Directors and Committee Meetings is a legal requirement under the Companies Act, 2013. Suggest at a minimum, what the minutes must contain?

Answer & Explanation:

Minutes are the written record of a board or committee meeting. Preparation of minutes of general, Board and committee meetings is a legal requirement under section 118 of Companies Act, 2013. The Company Secretary should ensure compliance of the same. Sub-section (2) of section 118 provides that the minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. Atleast the minutes must contain the following: Meeting location and date Names of attendees and absentees Principal points arising during discussion Board decisions In the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution. [Section 118(4)(b) of the Companies Act, 2013] All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting [Section 118(3) of the Companies Act, 2013] Minutes record what actually happens at a meeting, in the order in which it took place, regardless of whether the meeting followed the written agenda or not. The minutes are important legal documents and, by law, must be kept by the company. They also serve as important reminders of action to be taken between meetings.

Topics: Corporate Governance

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