ICSB

Company Secretarial Practice-I

Course Faculty:
Khandaker Habibuzzaman
Company Secretary
Square Group

Writing of Minutes
Minutes
The record of the proceedings at a meeting, including decisions made thereat of the Members
(shareholders), Directors and others of a company is called the minutes. Minutes are a record of
resolutions and matters ancillary thereto and not a complete transcript of every word in the course of
a meeting. Resolution when passed and entered in the minute book become Minutes. A minute is the
official record of the proceedings of a meeting. Minute is also known as recording of meeting
proceedings methodically. It includes the decision made thereat.
It must record the intension of the meeting in clear, concise and unambiguous language. The exact
wording of formal resolution should be given. An accurate written record of meetings is essential not
only for all those who attended the meeting but also for those who were unable to attend
It is the only legal record of the meeting, when signed by the properly appointed Chairman. Any such
minute, if purporting to be signed by the chairman of the meeting at which the proceedings were had
or by the chairman of the next succeeding meeting shall be evidence of the proceedings (Sec 89(2).
Functions of Minutes:
a. To offer participants and non-participants an accurate portrayal of what was discussed.
b. To provide those at the meeting and those who are interested with the outcomes of the meeting.
c. To be used as a means of action to be taken.
d. To highlight the key ideas, points, questions and arguments raised in the meeting.
e. To summarize what was said and discussed in the meeting
Characteristics and Organization of minutes of meeting :
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

Name of the Company

Time, Day, Date and Place of the meeting
Type of meeting (BOD, Shareholders (AGM, EGM), Audit Committee)
Name of the members attending
Name of the members absenting
Name of the members grant leave of absence
Name of the members presiding
Confirmation of Present of Quorum
Proceeding of Business
Record of topics discussed and decided.**
Vote of Thanks
Signature of the Chairman
Minutes may be numbered, indexed and suitably cross referenced.

**Record of topics discussed and decided

1.
2.

Title: Agenda number and subject matter.

Recital: A brief description of the subject-matter that was laid before the meeting for its
consideration, may be given before recording the resolution. It should set out facts that the
meeting considered.
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3.
4.
5.
6.

Outside factors: Any outside factors that had been taken into consideration when dealing
with the matter under discussion may also be reflected. E.g. policies of Government etc.
Thinking: It is suggested that the recital or resolution should reflect the thinking that
influence the meeting in arriving its decision.
Decision: It should be embodied in a resolution or recommendation. It must be framed in
definitive terms.
Order : It should be written in the same order as agenda of the meeting.

Forms of Minutes
The form of minutes depends upon the method of minute preparation adopted. There are two
methods namely :
a.
b.

Minutes of Resolution
Minutes of narration where resolution are not required.

The company may adopt either of the methods or both.

a. Minutes of Resolution
Only the decisions (resolution) are recorded and passed, without mentioning how these decisions
were reached. No information on the contributors was presented and before each paragraph
RESOLVED is written.
Specimen of a minutes of Resolution
RESOLVED
that the borrowing power vested in the Directors of the company be and are hereby increased by the
sum of Tk. 1.00 crore over and above the amount at present authorised and that such borrowing
power be exercised from time to time as the Directors may determine.
b. Minutes of Narration
Minutes of narration are minutes in a narrative form, which only state the business transacted with
necessary explanations or statements but with giving resolution verbatim. The person who gives
important contributions must be indicated.
In minutes of narration, facts relating to resolution are recorded and the decision relating to them are
written.
Specimen of a minutes of narration
a.

solicitor to the Company Mr. X, produced the certificate of incorporation No. 1234 dated 26 th
November, 2007

b.

The consent to act as director was signed by each of the Directors and the Company Secretary
was instructed to file the same with the Registrar of Joint Stock Companies and Firm, Dhaka.
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Specimen of a Minutes of Narration forming part of the Minutes of Resolution

A letter from Mr. A, the General Manager- Sales of the Company, dated 26 th November, 2007
tendering his resignation was placed before the board and after discussion the following resolution
was passed unanimously :
RESOLVED

that the letter from Mr. A, the General Manager- Sales of the Company, dated 26 th November,
2007 be and is hereby accepted as and from today on 26th November, 2007.

that the Managing Director Mr. L is authorised to select a new General Manager- Sales and for the
said purpose be advertised in the two daily news papers.

Resolutions
A resolution is the formal means by which decisions are made by the members of a meeting.
Resolution is the decided conclusion of a motion in any meeting. In a meeting, different motions may
be moved, they discussed, thrashed out, often amended, seconded or voted and if finally passed they
become the resolutions. So the record of expression of the opinion or decision of a meeting is called
resolution.
Members of the company sit for a meeting to arrive at resolution to make ways for its certain future
actions.
Every meeting should have resolution. There are different kinds of resolutions are discussed here in
below:
Ordinary Resolution :
Ordinary resolutions are not specifically defined in the Companies Act and require only a simple
majority to pass (i.e. more than 50%) of the members present at the meeting, either in person, or by
proxies, if allowed by the constitution).
Some of the matters on which an ordinary resolution is sufficient are:
a.
b.
c.
d.
e.
f.

To adopt the Audited Accounts together with the Auditor Report

To approve the Directors Report
Election of Directors in place of retirement
Appointment of Company Auditor
To declare Dividend
Appointment/reappointment Managing Director

And any other resolution which are not in the list of the special and extra ordinary resolution as
per Companies Act..
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Extraordinary Resolution :
A resolution shall be a extraordinary resolution when it has been passed by a majority of not less than
three fourths (i.e. 75%) of such members entitled to vote as are present in person or by proxy, where
proxies are allowed, at a general meeting of which not less than 14 (fourteen) day's notice specifying
the intention to propose the resolution as an extraordinary resolution has been duly give.
Some of the matters as per Acts on which extraordinary resolution is required:
a.
b.
c.
d.
e.
f.

To remove a Director from office.

On voluntary winding up due to excess liability.
To sanction certain acts of liquidator in case of voluntary winding up.
To sanction all arrangement between the Company and Creditors.
To dispose off documents on voluntary winding up.
Winding up subject to supervision of Court.

Special Resolution :
A resolution shall be a special resolution when it has been passed by a majority of not less than three
fourths (i.e. 75%) of such members entitled to vote as are present in person or by proxy, where proxies
are allowed at a general meeting of which not less than 21 (twenty-one) day's notice specifying the
intention to propose the resolution as a special resolution has been duly given
Some of the matters as per Acts on which special resolution is required:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.

To change the Name of the Company.

To change the Object clause of the Memorandum of Association of the Company.
To change the Articles of the Company.
Reduction of Share Capital.
To make Directors liability unlimited.
To sanction additional remuneration to a Managing Agent.
To appoint inspector to investigate company affairs.
Removal of Company Auditors before expiry of term.
Payment of Interest out of Capital.
On court winding up.
On voluntary winding up.
To confer authority on the liquidator of a voluntary winding up.
On substitution of Memorandum of Association & Articles of Association for deed of
settlement.
n. Amendment of articles for conversion of a public company into private company.