Company secretary

Copies of resolutions passed by the Board/shareholders can be certified as true copy by any director or company secretary.  There is nothing wrong as such if most of the resolutions are certified as true by the MD.  Draft minutes have to be approved by the Chairman.  Hence so long as the resolutions certified are as per approved minutes, there is no issue.  However, if any director feels that the minutes are not as per decisions taken in the meeting, the same could be rectified in the next meeting when minutes are placed for noting of the Board.