Minutes of Board Meetings

Minutes of Board Meetings
While preparing minutes of the proceedings of the meetings of the Board of Directors of a company, !here are certain important statutory requirements, which should be taken care of. These are:
(a) Minutes of the meeting may be drafted in the form of a series of paragraphs
numbered consecutively with relevant headings;
(b) Minutes should give contents of the item giving serial number of the item in
the Agenda, brief subject heading, full terms of the resolutions adopted
including the statistical details, etc.
© Place, date and time of the meeting should be stated.
(d) Give names of the Directors present at the meeting [Section 193(4)(a)].
(e) Give names of the Directors absent and asking for the grant of leave of absence
by Board.
(j) Give names of the Directors, if any, dissenting from or not concurring in the
resolutions under respective items of business.
(g) Mention notice given by Directors, if any, with regard to their directorships
in other companies and their shareholdings as per Section 299 (3) of the Act.
(h) Ref:::rence about interested directors abstaining from volting is necessary. (i) Mention the fact of unanimity of decisions of Directors as contemplated in
Sees. 316, 372A and 386. (j) Incorporate the appointments of officers made at the Board meetings. (k) Chairman’s initials on every page and full signatures along with date on the
last page is necessary .
While drafting minutes of the Board meeting with regard to the delegation of powers, both financial and administrative, to officers, care should be taken to so draft the resolutions as to provide for automatic cancellation of the power delegated when the delegatee ceases to be in employment of the company. Likewise, during the course of employment of a person in the company, the designation of delegatees is frequently change on promotion or otherwise. Care should be taken so that necessity of going to the ‘Board too often may be ayoided. In such cases, it will be useful to adopt the following type of a resolution: