When it comes to corporate governance and compliance, the Minutes of a Board Meeting serve as an official record of decisions taken by the board of directors. For listed companies, maintaining a clear, standardized format aligned with SEBI’s Listing Obligations and Disclosure Requirements (LODR) and SS-1 is essential.
In this blog post, we present a standard, easy-to-adapt format for Minutes of a Board Meeting for a listed entity, compliant with Companies Act, 2013, SS-1 and SEBI Regulations.
Table of Contents
- Purpose of Board Meeting Minutes
- Standard Format for Minutes of Board Meeting – Listed Company
- Key Compliance Requirements (SEBI LODR)
- FAQs on Board Meeting Minutes
Purpose of Board Meeting Minutes
Board Meeting Minutes are a legally mandated and crucial document under Section 118 of the Companies Act, 2013. For listed companies, they also demonstrate transparency, accountability, and compliance with SEBI regulations.
Standard Format for Minutes of Board Meeting
[Company Name]
(CIN: [Insert CIN])
Registered Office: [Insert Full Address]
MINUTES OF THE BOARD MEETING
Held on [Date] at [Time]
Venue: [Physical Address or VC Platform Link]
Present:
| Name | Designation |
|---|---|
| Mr./Ms. [Name] | Chairman |
| Mr./Ms. [Name] | Managing / Whole-time Director |
| Mr./Ms. [Name] | Independent Director |
| Mr./Ms. [Name] | Director |
Invitees:
- Mr./Ms. [Name], Chief Financial Officer (CFO)
- Mr./Ms. [Name], Company Secretary (CS)
- [Representative of Statutory Auditor / Legal Advisor, if any]
- Any other Invitee
1. Chairperson’s Welcome & Quorum Check
The Chairperson welcomed all Directors. A roll call was made. Leave of absence was granted to Mr./Ms. [Name] due to [Reason]. As quorum was present, the meeting commenced.
2. Confirmation of Minutes of Previous Meeting
Minutes of the previous Board Meeting held on [Date] were read, confirmed, and signed by the Chairperson.
3. Noting of Minutes of the Committee Meeting(s)
The Board took note of the minutes of the meetings of Audit / Nomination & Remuneration / Stakeholders’ Relationship / Corporate Social Responsibility Committee(s) held on [Date(s)].
4. Compliance Certificate Noted
Certificate confirming the compliance of Regulation 17(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was presented before the Board. The Board took note of the same.
Certificate pursuant to Regulation 33(2)(a) certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading, as also placed before the Board. The Board took note of the same.
5. Investor Grievance Redressal
Pursuant to Regulation 13 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board reviewed the status of investor complaints pending at the beginning of the quarter, received during the quarter, disposed off during the quarter and those remaining unresolved at the end of the quarter. The Board took note that all the grievances were resolved within the prescribed timeline.
6. Corporate Governance Report
Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to file with the Stock Exchange(s) a Corporate Governance Report and the same was required to be placed before the Board of Directors at its next Meeting.
Accordingly, the said report was placed before the Board and the Board took note of the same.
7. Reconciliation of Share Capital Audit Report
Pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Company was required to file with the Stock Exchange(s) the Reconciliation of Share Capital Audit Report within 30 days of close of the quarter. Accordingly the said report filed with the Stock Exchange(s) was placed before the Board and noted.
8. Taking note of the Change in Shareholding/ Directorships held by the Director
The Board took note of the appointment of Mr./Ms. [Name] as Director of [Company Name] effective from [Date].
9. Register of Contracts or Arrangements
The Register of Contracts or Arrangements maintained pursuant to Section 189 of the Companies Act, 2013 was perused and signed by the Directors participating the Meeting.
10. Approval of Financial Results
The Board reviewed and approved the unaudited/audited financial results for the quarter/year ended [Date] along with the Limited Review Report/Audit Report submitted by the Statutory Auditors.
Resolution Passed:
“RESOLVED THAT the unaudited/audited financial results for the quarter/year ended [Date] be and are hereby approved and taken on record.”
11. Business Performance Review
The Managing Director presented an overview of operations and key developments. The Board discussed and appreciated the progress made.
12. Other Item (If Any)
[Note any additional matters like appointment of KMPs, Related Party Transactions, Capex Plans, CSR activities, ESG disclosures, etc.]
Vote of Thanks
There being no other business to discuss, the meeting concluded at [Time] with a vote of thanks to the Chair.
Key Compliance Requirements (SEBI LODR)
| Regulation | Subject | Action Required |
|---|---|---|
| Reg. 13 | Investor Grievance | Review and Report |
| Reg. 17(3), 33(2)(a) | Compliance Certificate | Present to Board |
| Reg. 27 | Corporate Governance | Place report before Board |
| Reg. 76 | Reconciliation of Share Capital Audit Report | Submit within 30 days of quarter end |
FAQs on Board Meeting Minutes
1. Are Board Meeting Minutes required to be filed with ROC?
No, Board Meeting Minutes are not required to be filed with ROC but must be maintained as per Section 118 of the Companies Act, 2013.
2. Who is responsible for maintaining Board Meeting Minutes?
The Company Secretary (CS) is primarily responsible for drafting and maintaining minutes.
3. Within how many days should minutes be entered in Minutes Book?
Minutes must be entered in the Minutes Book within 30 days of the meeting and signed by the Chairperson.
4. Can a Board Meeting be held through video conferencing?
Yes, as per Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, a Board Meeting can be held through VC/OAVM, provided necessary recordings and attendance are maintained.
5. How long should minutes be preserved?
Board Meeting Minutes must be preserved permanently, either physically or in electronic format.
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