Company Minutes are crucial corporate governance documents required under Indian law for documenting company meetings. These minutes must be maintained in accordance with the Companies Act, 2013 and applicable Secretarial Standards (SS-1 and SS-2). They serve multiple purposes: providing a legal record of corporate decisions, protecting the company and its officers by documenting compliance with legal requirements, and offering historical reference for future decision-making. Company Minutes are required for various types of meetings including Board Meetings, General Meetings, and Committee Meetings, and must be preserved permanently as part of the company's essential records. They play a vital role in corporate governance, regulatory compliance, and can be crucial in legal proceedings or regulatory investigations.
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1. Meeting Details: Date, time, venue/mode of meeting, type of meeting (Board/General/Committee)
2. Attendance Record: List of directors/members present, in person or through video conferencing, along with their roles
3. Chairman: Name of the person chairing the meeting and basis of chairmanship
4. Quorum Confirmation: Statement confirming that required quorum was present throughout the meeting
5. Minutes of Previous Meeting: Confirmation of minutes of previous meeting and noting of actions taken
6. Agenda Items: Sequential listing and discussion of each agenda item
7. Resolutions Passed: Clear recording of all resolutions passed, with voting results if applicable
8. Closure: Time of conclusion and signature of the Chairman with date
1. Leave of Absence: Record of directors who couldn't attend and requested leave (used when there are apologies)
2. Interested Directors: Declaration of interest by directors in any agenda item (used when conflicts exist)
3. Dissent Notes: Recording of any dissenting opinions (used when there's disagreement on resolutions)
4. Special Business: Detailed discussion of any special business items (used for non-routine matters)
5. Voting Details: Detailed breakdown of votes (used in case of poll or electronic voting)
1. Attendance Register: Detailed register with signatures/electronic attendance confirmation
2. Resolution Texts: Full text of special or complex resolutions passed
3. Reports Presented: Copies of any reports or presentations made during the meeting
4. Proxy Forms: Copies of proxy forms submitted (for General Meetings)
5. Supporting Documents: Any key documents referenced during the meeting or forming basis of decisions
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