In short: Every company must keep minutes of each board meeting, prepared and signed within 30 days of the meeting (Section 118, Companies Act, 2013). Minutes record who attended, what was discussed and the exact resolutions passed. Signed minutes are evidence of what happened, so write them carefully. The format below follows the usual structure.
The rules in brief
- Time limit: minutes must be prepared and signed within 30 days of the conclusion of the meeting (Section 118(1)). ICSI's SS-1 asks for the draft to be circulated to directors for comments within 15 days.
- Who signs: the Chairperson of the same meeting or of the next meeting, initialling each page and signing the last page with the date.
- What to record: a fair and correct summary of the proceedings, the names of directors present, the resolutions passed, and the names of directors who dissented from or did not agree with any resolution.
- Where to keep them: in a minutes book with consecutively numbered pages, kept at the registered office and preserved permanently.
- Minutes kept this way are evidence of the proceedings (Section 118(8)). Tampering with them is an offence (Section 118(12)).
The template
MINUTES OF THE [__] MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [DAY, DATE] AT [TIME] AT [VENUE] [/ THROUGH VIDEO CONFERENCING]
Directors present:
1. [NAME], Director (DIN: [DIN]), Chairperson
2. [NAME], Director (DIN: [DIN])
In attendance: [NAME, DESIGNATION, e.g. Company Secretary or invitee]
1. Chairperson
[NAME] took the chair and welcomed the directors.
2. Quorum
The Chairperson confirmed that the requisite quorum was present throughout the meeting.
3. Leave of absence
[Leave of absence was granted to NAME, who had informed the Company of their inability to attend. / No leave of absence was sought.]
4. Minutes of the previous meeting
The minutes of the previous meeting of the Board held on [DATE], having been circulated, were noted and signed by the Chairperson.
5. Disclosure of interest [first meeting of the financial year]
The Board took note of the disclosures of interest in Form MBP-1 under Section 184(1) and the declarations in Form DIR-8 under Section 164(2) received from all the directors.
6. [SUBJECT OF THE BUSINESS ITEM]
[Brief summary of the discussion.] After discussion, the Board passed the following resolution unanimously [/ by majority, with NAME dissenting]:
"RESOLVED THAT [TEXT OF THE RESOLUTION].
RESOLVED FURTHER THAT [NAME], Director, be and is hereby authorised to do all acts, deeds and things necessary to give effect to this resolution."
7. [NEXT ITEM]
[Repeat the structure above for each item.]
8. Conclusion
There being no other business, the meeting concluded at [TIME] with a vote of thanks to the Chair.
__________________________
Chairperson
Date of signing: [DATE]
Place: [PLACE]
Tips for good minutes
- Record decisions, not conversations. A short, fair summary is enough. Don't include defamatory or irrelevant remarks; Section 118(5) lets the Chairperson leave them out.
- Write resolutions in full, exactly as passed. Banks, the ROC and auditors may ask for certified copies, like the bank account resolution.
- Note interested directors. If a director has an interest in an item, record that they disclosed it and did not take part, as required for directors' duties.
- Don't alter signed minutes. Corrections go in the minutes of a later meeting.
Calling the meeting first? Use the board meeting notice and agenda format.
Frequently asked questions
Within how many days must board meeting minutes be signed?
Within 30 days of the conclusion of the meeting, under Section 118(1) of the Companies Act, 2013. They can be signed by the Chairperson of that meeting or of the next meeting.
Can minutes be kept electronically?
Yes. Section 120 and the rules made under it allow companies to keep minutes in electronic form, with proper security and authentication. Many small companies still keep a bound, page-numbered minutes book.
Who can inspect the minutes of board meetings?
Directors and the auditor can inspect board minutes. Members have a statutory right to inspect the minutes of general meetings, not board meetings.