05 January 2011
Hi all A company had conducted a board meeting say on 26th of December 2010, and the draft minutes of the meeting is sent to the directors including the chairman of the meeting for their information and signing. The chairman of the meeting on getting the draft resolution changed / corrected the contents abruptly and that may be considered as a major departure of the contents of the resolution passed. In such a situation, my question is a. which section / case law may be relevant to point the chairman's act is beyond the authority and subject to revision. Please help me this is very urgent.
Before convening the BM of the Company, you must have circulated the Agenda of the BM to all the Directors of the Company well in advance of the Board Meeting. The Agenda of the Board Meeting indicates all the business to be transacted at the Board Meeting along with the draft resolution to be passed in connection with each item.
At the Board Meeting, the Directors can make their suggestions in the contents of the Resolution/framing of the resolution and if agreed to by all the Directors present thereat, shall be final.
The draft minutes of the meeting shall be circulated to all the Directors of the Company for their reference. If you have provided a Certified True Copy of the Resolution to any authority/filed the same as an attachment to any form, then there can not be any changes in the contents of the resolution as suggested by the Chairman.
This is my opinion and to the best of my knowledge there is no section in the Companies Act, 1956 which specifically restricts the power of the Chairman. But in my opinion once the certified true copy of any resolution has been furnished to any authority, its contents cant be changed.
06 January 2011
Section 193(2) says that "the minutes of each meeting shall contain a fair and correct summary of the proceedings thereat" meaning thereby major departure from proceedings of the meeting cannot be recorded in the minutes.
Since draft resolution is sent to other directors as well, you can point out to the Chairman that any major change / departure from the original proceedings may be objected by other directors and against the company law provisions cited above.
CAclubindia
