Draft Minutes of a Newly Incorporated Company’s Board Meeting

New company’s inception marks as a genesis of aspirations, decisions, and strategies, which shape its journey. To capture the essence of these principal moments, the draft minutes of board meeting of a newly formed company provide a glimpse into the early stages of company’s enhancement. These minutes of board meeting have begun with resolutions, plans, and decisions, which establish the course for the company’s future endeavors. Here in the article, we will show you a draft minute of a newly incorporated company’s board meeting.

Brief about the minutes of board meetings applicable provision

Here are certain provisions of the Companies Act, 2013 need to be follow in the minutes of board meetings. The applicable provisions:

• Section 118(1): Each company shall cause minutes of the process of each general meeting of any class of creditors or shareholders, and each resolution has passed by postal ballot. Every meeting of its board of directors or committee of the board, to be signed and prepared in such manner as may be kept and prescribed within 30 days of the conclusion of every such meeting concerned, or passing of resolution through the postal ballot in books kept for which objective with their pages consecutively numbered.

A different minute book shall be managed for each kind of meeting are:

• Director’s Board meetings;
• Creditor’s meetings;
• Member’s general meetings; and
• Committee of the board’s meetings.

Postal ballot’s resolutions passed shall be recorded in the minute book of general meetings as in case it has been deemed to be passed in the general meeting.

• Rule 25 of the Companies (Management and Administration) Rules, 2018: 

• The proceedings of minutes of each meeting shall be entered in the books managed for the objective along with the date of such information within 30 days of the meeting’s conclusion.

• As all resolution passed by postal ballot, a short report on the postal ballot made, which includes the proposed resolution, summary of scrutinizer’s report, and the result of the voting thereon shall be entered in the minutes book of general meetings with the date of such entry within 30 days of resolution passed.

• Every page of each such book shall be signed and the last page of the record of each meeting or each report in such books shall be signed and dated:
• If minutes of proceedings of a board meeting or a committee thereof, by the chairman of the said meeting or next succeeding meeting;
• If minutes of proceedings of a general meeting, through the chairman of the same meeting within the period of 30 days or inability of the chairman within the time frame, or in case of death, by a director duly authorized by the board for the certain objective;
• If each resolution passed by postal ballot, by the board’s chairman within the prescribed period of 30 days or in event of their being no board chairman or inability or death of that chairman within the time limit, through a director of duly authorized by the board for the purpose.
• The books of minute’s board and committee meetings shall be maintained permanently and keep in the custody of the company secretary or any director duly authorized by the Board for the aim and shall be keep in the registered office or such place as board may be decided.

Step-by-step process for making minutes

The step-by-step process for draft minutes of board meeting of newly incorporated company are:

• On the minutes sheets only, the content of minutes of board meeting shall be printed;
• Minutes book pages shall be consecutively numbered.
• The resolution made is present tense, whereas the minutes shall be managed in 3rd person and past tense.
• In case managed in loose-leaf form, shall be periodically depend on the volume, size, and coinciding with one or more financial years of company.

Details included in the minutes: There are two types of content involved in the minutes which are:

• General information: Number of minutes of board meeting; meeting types; company’s name; venue, time, date, attendance of directors, name of the directors physically present and directors present by electronic mode, conclusion time of meeting, special invitee any, and company secretary.

Place of Keeping minutes: Minutes of board meeting shall be conducted in the registered office of the company, or at such place, which is approved or decided by the Board. 

Finalisation of Minutes: After accomplishing the meeting, Company secretary or other individual who is authorized by board, shall record the meetings proceedings and present it before company’s chairman.

Minutes draft circulation: The draft minutes of board meeting shall be provided to all company’s directors for their comments within 15 days from the conclusion of meeting date by hand or by registered post, or speed post, or by email, or by courier, or by any other identified electronic means.

In case director is not present or even present at the meeting, shall provide their comments within seven days from the circulation date, as in writing on draft minutes given. Meanwhile, if any director given their comments after the expiry of seven days, then there will be discretional power of the Chairman to consider such comments or not. 

Signing of Minutes

Minutes of board meeting shall be dated and signed by the Chairman of meeting or chairman of the next meeting. The Chairman shall start each page of the Minutes, and will sign the last page of the minutes of board meeting, along with that mention the date and place of the meeting conducted. In case the minutes are happened via electronic media, then the Chairman can sign digitally on the minutes of board meeting. 

Signed Circular: By the Company Secretary a copy of signed minutes certified or in case there is no Company Secretary, by any authorized director by the board shall be provided to all directors within 15 days after these are signed. 

Alteration in Minutes after signing

If there need to be any modification in board of director minutes, during the 1st time distributed, taken for approval, or even after having the permission. In case minutes have already been permitted, then “Motion to Amend Something Previously Adopted” will require to be formed and taken at a following meeting. This motion is considered, change the previous permitted minutes by creating the relevant correction. Since, permitted, the minutes are signed by the board’s secretary and henceforth, become the official record of the minutes of board meeting. The secretary manages the minutes file for future access through the board or other members. 

Penalty 

In case any default has happened by following with the provisions of the section in context to conducting a board meeting. The company must be liable to a penalty of Rs. 25,000 and the company’s each officer who are in default need to pay penalty of Rs. 5,000. 

In case any individual is identified as guilty of tampering with the company minutes of the meeting, he shall be punishable with imprisonment for 2 years and with fine that shall not be less than Rs. 25,000, however which may extend to Rs. 1 Lakh.

End notes

In conclusion, the draft minutes of board meeting for a newly incorporated company provide as more than just a record of discussions and decisions. They present the starting steps considered on the journey of building a successful business. The minute meeting can be conducted from minutes of meeting to appoint new director or any key executive to set up the governance framework and strategic plans, these board members meeting minutes give invaluable insights into the company’s target, vision, and aspirations. These draft minutes carries significant contents, which is already discussed. For further queries, kindly connect with the Legal Window Team professionals. They would love to help and solve your all queries.