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Minutes Book

Lalit (accounts) (195 Points)

27 May 2009

We have a case in arbitration and arbitrator want to check our minuts book to see the resolution passed to authorise our director to represent and refer the case.

Whether the arbitrator has the authority to see the minutes book of the company?

And if arbitrator has authority, where can he check the minutes book, in company premises or in his office?

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8 Replies

Gargi Ranade (CS) (619 Points)
Replied 27 May 2009

hi Lalit sir,

As per my knowledge arbitrator can not demand minutes book directly ,he def. have authority to get the resolution authorising official for arbitration proceedings you can give him certified true copy of the resolution but need not require to show him entire minutes book , Company is not bound to show Board minutes book to any person other than Board members ,however CTC of resolution is ligitimate option.

Lalit (accounts) (195 Points)
Replied 27 May 2009

Thanx Gargi,

You said:

"Company is not bound to show Board minutes book to any person other than Board members ,however CTC of resolution is ligitimate option."

Please tell me the related Section No. of Provision No.

Sumit Jain (CA) (4760 Points)
Replied 27 May 2009

thanx gargi for ur answer

Gargi Ranade (CS) (619 Points)
Replied 27 May 2009

Hi lalit sir!

Please refer section 196 of the Companies Act ,1956 which states that The books containing the minutes of the proceedings of any General meeting of the Company be open for inspection of any Member(no other person can demand for inspection )

similarly Company Law book written by Sanjiv Agarwal also contain para as departments view which specificaly mentions "the right of member to inspect or to ask for copy of minutes under the section is only in respect of minutes of the general meeting and not for the Board meetings unless articles of the Company make provisions to the contrary,members are not entitled to inspect the minutes of the meeting of the Board.

Lalit (accounts) (195 Points)
Replied 28 May 2009

Hi Gargi,

Section 196 of Companies Act refer about General Meetings only.

Which provision governs the procedure for inspection of minutes of board meeting?

Gargi Ranade (CS) (619 Points)
Replied 28 May 2009

Hi Lalit Sir,

As I earlier said that Co. law allow inspection of General meeting it nowhere specificaly mentions that Board Meeting minutes should be allowed for inspection from outsider ,See logic behind that is all confidential policy decision matters are disscussed in board meeting and any information leakage may harm the Co.'s future prospects hence no one should force to show or inspect board minutes.It is just for protecting Co's interest ,however Co. law do not specificaly restrict for inspection of Board minutes ,but as prudent practice it should not be allowed to be inspected

As I have already mentions that departments clarification on the query mentions not even members can demand inspection of Board Meeting minutes.

There is no specific section in Co. law which mention procedure for inspection of Board meeting mintues , Co. law is also silent and do not prohibit inspection of Board meeting minutes except departments clarification on section 196 which can not be given waightage as Section. Its just prudential practice which almost all Co's follows to protect there own interest ,

However many times authorities demands copy of Board resolution as a proof ,in that case ,certified true copy of the resolution is issued .

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