The Chairman of the Board of Directors of AQR Ltd. has desired to call a Board Meeting in the next week. Accordingly, the Notice and Agenda Notes were sent to all Directors 9 days prior to the date of the Board Meeting.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2018
The Chairman of the Board of Directors of AQR Ltd. has desired to call a Board Meeting in the next week. Accordingly, the Notice and Agenda Notes were sent to all Directors 9 days prior to the date of the Board Meeting. The Company Secretary, in the morning when the Board Meeting is scheduled, informed the Chairman that due to serious accident, he is unable to attend the Board Meeting. KS Das, the Dy. Company Secretary, who recently joined, is asked to conduct the Board Meeting. KS Das has successfully conducted the Board Meeting. The Company Secretary joins the office 32 days after the Board Meeting. Till date, KS Das has finalized the Minutes. List out the check points to be observed in the Minutes by Company Secretary as per Secretarial Standard 1 with respect to following: (a) Contents (b) Recording in the Minutes (c) Finalization (d) Entry (e) Signing and dating
Answer & Explanation:
(a) Contents Check whether Minutes begin with the number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the meeting and record of presence of quorum. Minutes record the names of the Directors present physically or through electronic mode, the company secretary in attendance at the Meeting and invitees, if any. Minutes contain a record of all decisions taken including re-constitution and appointments made at the Meeting. Leave of absence if any whether granted and if so recordings were made properly on request for leave of absence. Check whether Minutes mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, check whether the rationale thereof are also mentioned. Check whether the minutes recorded the fact that a resolution was passed pursuant to the casting vote of Chairman of the Meeting. (b) Recording Each item of business taken up at the Meeting was numbered. The minutes contain a reference to the identification of papers including report or notes laid before the meeting. Minutes of the preceding Board/Committee Meeting were noted at the next Meeting held immediately following the date of entry of such minutes in the Minutes Book. Where an earlier resolution or decision is superseded or modified, the Minutes contain a reference to the earlier resolution or decision. Record of dissenting director's views and record of manner of voting of interested Directors. (c) Finalisation Check whether the requirements of the Standard in respect of circulation of draft minutes within fifteen days from the date of conclusion of the meeting, for comments and finalisation thereafter were duly complied with. (d) Entry Check whether the requirements of the Standards in respect of entry of minutes in the Minutes book within thirty days from the date of conclusion of the meeting and alterations thereafter were duly complied with. (e) Signing and dating Whether the draft Minutes were circulated and thereafter discussed in the next Board Meeting before being dated and signed by the Chairman as required by the Standard.
Topics: Meetings
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