What are Board Meeting Minutes?
Board Meeting Minutes are an official written record of the discussions, decisions, and actions taken during a company’s board of directors’ meeting. They are an essential document that serves as a reference for the company’s governance, compliance, and decision-making process.
Table of Contents
Key Aspects of Board Meeting Minutes:
- Legal Requirement: In many jurisdictions, keeping minutes of board meetings is a legal obligation, especially for companies incorporated under corporate laws like the Companies Act in India.
- Official Record: They provide a clear and accurate account of the meeting, helping ensure transparency and accountability.
- Evidence of Compliance: Minutes act as proof that the board has fulfilled its duties and complied with applicable laws and regulations.
Contents of Board Meeting Minutes:
- Meeting Details:
- Date, time, and venue of the meeting.
- Type of meeting (e.g., regular, extraordinary).
- Whether it was held in-person, virtually, or as a hybrid meeting.
- Attendees:
- Names of directors present, absent, or attending via proxy.
- Any other participants, such as company secretaries or invitees.
- Approval of Previous Minutes:
- Confirmation and adoption of the minutes from the prior meeting.
- Agenda Items:
- Each topic discussed, decisions made, and resolutions passed or deferred.
- Votes or approvals, if any, and the names of dissenting members.
- Reports and Presentations:
- Summaries of reports or updates from committees, officers, or third parties.
- Decisions and Resolutions:
- Details of key decisions like financial approvals, policy changes, or strategic initiatives.
- Action Items:
- Tasks assigned, responsible parties, and deadlines.
- Signature:
- Signed by the Chairperson of the meeting and possibly the Company Secretary, indicating the document’s authenticity.
Importance of Board Meeting Minutes:
- Compliance:
Ensures compliance with corporate governance and legal requirements, such as the Companies Act in India or the Sarbanes-Oxley Act in the U.S. - Dispute Resolution:
Provides evidence in case of disputes among directors, shareholders, or regulatory authorities. - Decision Tracking:
Tracks progress on decisions and action items from previous meetings. - Audit and Inspection:
Auditors and regulators often review minutes to assess the board’s functioning and adherence to governance standards.
Best Practices for Preparing Minutes:
- Accuracy: Capture discussions concisely without adding opinions or unnecessary details.
- Timeliness: Prepare minutes promptly after the meeting to ensure accuracy.
- Confidentiality: Keep sensitive information secure.
- Formatting: Follow a standard format to maintain consistency across meetings.
By maintaining accurate and comprehensive board meeting minutes, a company ensures effective governance and creates a reliable record of its strategic and operational decisions.
Draft Board Meeting Minutes Template
MINUTES OF THE 7/2024-20th MEETING OF THE BOARD OF DIRECTORS OF THE INTERNATIONAL MINUTES LIMITED DULY CONVENED AND AT WHICH A PROPER QUORUM WAS PRESENT HELD ON FRIDAY, 17TH, FEBRUARY 2020 AT THE REGISTERED OFFICE OF THE COMPANY AT AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA –000000, DELHI
Present:
- Mr. Minutes Agrawal (DIN: 00000000) : Chairman & Managing Director
- Mrs. Minutes Agrawal (DIN: 00000000) : Whole Time Director
- Mr. Minutes Chandra Goyal : Director
- Minutes Sayarmal OOO : Independent Director
In Attendance:
- Ms. ASJ Khandelwal : Company Secretary & Compliance Officer
- Mrs. ASJ Agrawal : Chief Financial Officer
- Mr. Ravi : Partner-Statutory Auditor
Mode of attendance of Directors:
All Directors and invitees those were present were physically present at the Meeting. None of the Directors and invitees attended Meeting through electronic mode.
CHAIRMAN :
Mr. Minutes Agarwal elected unanimously as Chairman of the meeting, took the chair, and welcomed all the directors and the invitees present in the meeting.
ITEM NO.1: LEAVE OF ABSENCE
Leave of absence was granted to XXXXXXXXXXX.
ITEM NO.2: QUORUM
The business before the Meeting was taken up after having established that the requisite quorum was present.
ITEM NO.3: MINUTES OF THE PREVIOUS BOARD MEETING
The Minutes of the previous Meeting of the Board of Directors of the company held on November14, 2024, as circulated, were noted by the Board and signed by the Chairman.
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.4: APPOINTMENT OF MR. KUMAR GARG AS ADDITIONAL INDEPENDENT DIRECTOR
The Chairman apprised the Board that due to resignation of Independent director Baljinder Sharma, The appointment of another Independent Director is required to be done.
The Board after having detailed discussions, passed the following resolution unanimously:
“RESOLVED THAT, pursuant to the provisions of Section 149, 150, 152 read with schedule IV and Section 161 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for time being in force), consent of the Board be and is hereby accorded, to appoint
Mr. Kumar Garg as an additional director( Non-executive & Independent) on the Board of the Company w.e.f 23/11/2024 to hold office till conclusion of the next Annual General Meeting and subject to the approval of the members in the ensuing General Meeting for appointment as an additional independent director to hold office for a term upto 5 consecutive years from date of ensuing general meeting.”
RESOLVED FURTHER THAT, any of the directors for time being be and are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc) as may be required for the purpose and file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”
“RESOLVED FURTHER THAT, any one of the directors for the time being be and is hereby severally authorized to sign the certified true copy of the resolution to be given as and when required.”
ITEM NO.5: AUTHORIZATION TO MR. MINUTES SINGH FOR TO REPRESENT THE COMPANY BEFORE COMPETENT COURTS, TRIBUNAL, AUTHORITIES INCLUDING ANY APPELLATE AUTHORITY
“RESOLVED THAT, the consent of the Board of Directors of the Company be and is hereby accorded to authorize Mr. Minutes Singh Rathore (Sr. Manager) of the company to represent the company before the competent Court, Tribunal ,Authorities or Forums including any appellate tribunal for and on behalf of the company in connection with any legal proceedings by or against the company and to represent the company in relation to all the matters incidental thereto as may be considered necessary and expedient.”
“RESOLVED FURTHER THAT, Mr. Minutes Singh Rathore (Sr. Manager) of the company be and is hereby authorised to engage any Advocate/Solicitors/Consultants and to submit Vakalatnama, statements, documents, evidences, declarations, etc. before the appropriate Govt. Authorities/Courts and or the Police Authorities for and on behalf of the company as and when required and to do any acts or deeds as may be necessary to give effect to this resolution.”
“RESOLVED FURTHER THAT, any one of the directors be and is hereby authorized to sign the certified true copy of resolution to be given as and when required.”
ITEM NO.6: AUTHORIZATION TO SELL CAR OF THE COMPANY
“RESOLVED THAT the consent of the company through its board of directors has been accorded to sale its car having following details:
| S.NO. | PARTICULARS |
| 1. | Model : Swift VDI |
| 2. | Colour : S Silver |
| 3. | Registration No. TN12 P 1766 |
| 4. | Engine No.D13A2755098 |
“RESOLVED FURTHER THAT, Mr. Suvien Agrawal, Managing Director of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.
ITEM NO.7: TO CONSIDER APPOINTMENT OF GST AUDITOR AND FIX THEIR REMMUNERATION FOR THE PREVIOUS YEAR ENDED 31ST MARCH 2023
The chairman informed the board that the company has to appoint GST Auditor under section 35(5) and section 44(2) of the CGST Act read with Rule 80(3) of the CGST rules read with the corresponding provisions of the State/Union Territory Goods and services Tax Act.
The Board considered the appointment of M/s. Ravi & Associates, as the GST Auditor of the Company for the previous year ended 31st March 2013.
After detailed discussion and based on the recommendation of Audit Committee the following resolution was passed:
“RESOLVED THAT, pursuant to the provisions of CGST Act and other applicable Acts, read with rules and regulations framed thereon, along with the recommendations made by the audit committee, M/s Ravi & Associates, Chartered Accountants, be and are hereby appointed as GST Auditor of the company for the year ended 31st March 2023 at such remuneration to be decided by the Board in consultation with the auditors.”
“RESOLVED FURTHER THAT, any one of the Director or Chief Financial Officer or the Company Secretary of the company be and is hereby authorized to do all such acts , matters ,deeds and things including but not limited to entering into agreement as may be required to give effect to the aforesaid resolution.”
“RESOLVED FURTHER THAT, a certified copy of the resolution be given to anyone concerned or interested in the matter from time to time.”
ITEM NO.8: TO CONSIDER APPOINTMENT OF GST AUDITOR AND FIX THEIR REMMUNERATION FOR THE PREVIOUS YEAR ENDED 31ST MARCH 2024
The chairman informed the board that the company has to appoint GST Auditor under section 35(5) and section 44(2) of the CGST Act read with Rule 80(3) of the CGST rules read with the corresponding provisions of the State/Union Territory Goods and services Tax Act.
The Board considered the appointment of M/s. Ravi & Associates, as the GST Auditor of the Company for the previous year ended 31st March 2024.
After detailed discussion and based on the recommendation of Audit Committee the following resolution was passed:
“RESOLVED THAT, pursuant to the provisions of CGST Act and other applicable Acts, read with rules and regulations framed thereon, along with the recommendations made by the audit committee, M/s Ravi & Associates, Chartered Accountants, be and are hereby appointed as GST Auditor of the company for the year ended 31st March, 2024 at such remuneration to be decided by the Board in consultation with the auditors.”
“RESOLVED FURTHER THAT, any one of the Director or Chief Financial Officer or the Company Secretary of the company be and is hereby authorized to do all such acts , matters ,deeds and things including but not limited to entering into agreement as may be required to give effect to the aforesaid resolution.”
“RESOLVED FURTHER THAT, a certified copy of the resolution be given to anyone concerned or interested in the matter from time to time.”
None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the said resolution/matter except to the extent of their shareholding in the Company, if any.
ITEM NO.9: APPROVAL OF ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2024-25:
The Chairman informed the board that Audited Accounts for the Financial Year 2024-25 consisting of Statement of Consolidated & Standalone Profit & Loss for the year ended 31st March, 2024 and Consolidated & Standalone Balance Sheet as on that date, together with the Notes as before the meeting were placed for perusal and approval the Board.
After some discussion on the matter, the Board passed the following resolution, unanimously:-
“RESOLVED THAT the draft Consolidated & Standalone balance sheet of the Company as at March 31, 2019 and the Consolidated & Standalone profit and loss account of the Company for the year ended on the said date be and are hereby approved and that the same be signed on behalf of the Board of Directors by Mr. Minutes and be submitted to the Auditors of the Company for their Report thereon.”
“RESOLVED FURTHER THAT the Auditor’s report submitted by M/s. Ravi & Associates, Chartered Accountants, the statutory auditors of the Company on the Consolidated & Standalone Balance Sheet as on March 31, 2025 and Consolidated & Standalone Profit and Loss account for the said period, tabled before the meeting be and is hereby taken note of.”
“RESOLVED FURTHER THAT pursuant to provisions stipulated under of Section 179(3) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, any director of the Company be & is hereby authorized to file the resolution with the Registrar of Companies, for filling the requisite Form MGT-14 or to such other acts, deeds & things as may be deemed desirable in this regard.”
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO10: APPOINTMENT OF INTERNAL AUDITOR FOR THE FINANCIAL YEAR 2019-20:
The Chairman informed the board that every listed company needs to appoint an Internal Auditor to carry out the Internal Audit of the company for the FY 2024-2025. The Audit committee of the company has decided and recommended to appoint Mr. Verma to act as the Internal Auditor subject to the approval of the board of directors of the company.
After some discussion on the matter, the Board passed the following resolution, unanimously:-
“RESOLVED THAT Mr. Kumar Verma be and hereby appointed as the Internal Auditors of the company for the FY 2024-2025.”
“RESOLVED FURTHER THAT Shri Minutes Agrawal, Chairman & Managing Director of the company be and is hereby authorized to do all the act, deeds and things which are necessary for aforesaid appointment and to send the necessary intimation in prescribed e-forms to the concerned Registrar of Companies.”
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.11: E-FILING WITH THE REGISTRAR OF COMPANIES/MCA:
The Board was informed that under the Companies Act, 2013, various forms, returns and documents are required to be filed with Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/or any other prescribed authority. For the purpose it is proposed to authorize Directors and Company Secretary of the Company to obtain the necessary digital signature and sign/e-file all the necessary forms, returns and documents.
After discussion on the matter, the Board passed the following resolution, unanimously:
“RESOLVED THAT Directors and Company Secretary of the Company, be and are hereby authorized severally to sign and submit all forms/e-form as may be required to be filed with the concerned Registrar of Companies, from time to time.”
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.7: APPOINTMENT OF SECRETARIAL AUDITOR FOR THE FINANCIAL YEAR 2019-20:
The Chairman informed the Board that as per section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to appoint a Secretarial Auditor for Compliance with the legal and procedural requirements and for better Corporate Governance.
After some discussion on the matter, the Board passed the following resolution, unanimously:-
“RESOLVED THAT pursuant to the provisions of Section 204(1) of the Companies Act 2013 rule 9 of the Companies (Appointment and Remuneration personnel) Rules 2014 and other applicable provisions of the Companies Act 2013, consent of the Board be and is hereby accorded to appoint of M/s Minutes & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the F.Y. 2024-25.”
“RESOLVED FURTHER THAT the appointment letter has been placed before the Board and the same has been approved and signed by the Chairman of the Board for the purpose of appointment of M/s M Sancheti& Associates, Company Secretaries as Secretarial Auditor of the company for the said period.”
“RESOLVED FURTHER THAT Shri. Subhash Agrawal Chairman & Managing Director of the Company be and is hereby authorized to file necessary forms with Registrar of Companies and to do all such act, deeds and things as may be considered necessary to give effect to the above said resolution”
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.8: QUARTERLY COMPLAINT STATUS REPORT ON INVESTOR COMPLAINTS FOR THE QUARTER ENDED MARCH31, 2024:
It was apprised to the Board that pursuant to the provisions of Regulation 13(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter. Further, the statement as specified in sub-regulation (3) shall be placed, on quarterly basis, before the board of directors of the listed entity.
Thereafter, the Chairman placed before the Board quarterly complaint status report on investor complaints for the quarter ended March31, 2024 for their review and record.
After discussion on the report, the said report and the steps taken by the Company for expeditious redressal of investor complaints were noted by the Board.
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.9: SHARE CAPITAL AUDIT REPORT:
The Board was informed that as stipulated by SEBI, a qualified practicing Company Secretary shall carry out a share capital audit for every quarter to reconcile the total admitted equity share capital with the national securities depository limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The report on Reconciliation of Share Capital Audit confirms that the total issued/paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL, and the status of the Register of Members.
Thereafter, the said Report for the quarter ended March31, 2024 was placed before the meeting and the same was reviewed and recorded
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.10: TAKING NOTE OF DISCLOSURE OF INTEREST MADE BY DIRECTORS U/S 184 OF COMPANIES ACT, 2013:
The Chairman informed the Board that pursuant to Section 184(1) of the Companies Act, 2013, it is necessary for the board members to disclose their concern or interest, in any Company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in form MBP-1 at the first Board Meeting in every financial year. The notice of disclosure of interest in prescribed form MBP-1 as received from Directors was placed before the meeting. The Board discussed the matter and passed the following resolution:
“RESOLVED THAT pursuant to Section 184 (1) of the Companies Act, 2013 read with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions of Companies Act, 2013, the general notice of disclosure of interest or concern in Form MBP.1 received from Mr. All Directors of the Company, as placed before the meeting, be and are hereby noted and taken on record by the Board.”
“RESOLVED FURTHER THAT Company Secretary of the Company, be and is hereby authorized to make necessary entries in the Registrar maintained for the purpose and to digitally sign and file E-form MGT.14 with the Registrar of Companies, Jaipur, if any.”
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
ITEM NO.11: DECLARATION OF INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(7) OF THE COMPANIES ACT, 2013:
The Chairman apprised the Board that pursuant to the provisions of Section 149(7) of the Companies Act, 2013 (the “Act”), every independent director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence as provided in sub-section (6) of Section 149.
Thus, every independent director was requested to submit the said Declaration before the Meeting. Thereafter, the declarations in term of Section 149(6)/(7) of the Act, received from all independent directors of the Company, were placed before the meeting and the same were reviewed and recorded.
None of the Directors or Key Managerial Personnel of the Company or their relatives (expect to extent of their declaration and their shareholding in the Company, if any) is concerned or interested in the Resolutions/matter.
VOTE OF THANKS
There being no other business the meeting concluded with vote of thanks to the chair.
Date of entry of the Minutes: 23.11.2024
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