Wednesday, May 25, 2011

Provisions of Minutes of General Meeting Under Companies Act, 1956

Provisions of Minutes of General Meeting Under Companies Act, 1956
 Minutes of general meetings of a company means and include minutes of statutory meeting, annual general meetings, extraordinary general meetings and minutes of class meetings of shareholders of a company.

Contents of minutes of General meetings
Minutes of a General meeting will state the following:—
  • Date, time and place of the meeting;
  • Kind of meeting, whether committee meeting, annual general meeting or    extraordinary general meeting;
  • Names of members who attended the meeting and others who attended in other capacity indicating the name of the presiding officer, directors, auditors, secretary, etc.;
  • In case of an annual general meeting, the number of the concerned meeting to which the minutes relate;
  • Fact that the notice of the meeting was read;
  • Fact that the directors' report, compliance certificate and accounts were read;
  • Fact that the auditors' report was read;
  • Resolutions adopted in the meeting in the order they were passed at the meeting, with or without specifying the names of the movers and seconders;
  • Vote of thanks;
  • Chairman's signature with date in his own hand.

The minutes of general meeting have its own significance. Sections 193 to 197 of the Companies Act, 1956 contain provisions in relation to various aspects concerning minutes of general meetings of a company.

Signing of minutes of General meetings
Section 193(1A) states that each page of every minutes book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed. The minutes of general meetings of members will be recorded and signed within the said 30 days by the chairman of the same meeting. If the chairman is not available, the Board will authorize a director to sign the said minutes.

Chairman's powers related to minutes
The chairman shall exercise an absolute discretion in regard to inclusion or non-inclusion of any matter in the minutes. For instance, the chairman has the discretion to exclude from the minutes any material which, in his opinion:—
(a) is regarded as defamatory of any person;
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interest of the company.

If default is made in complying with any of the provisions as aforesaid, the company, and every officer of the company, in default shall be punishable with fine, which may extend to Rs. 500. The offence is compoundable under section 621A of the Companies Act.

Keeping of minutes book of General meetings at the registered office
The minutes book of General meetings must be kept at the registered office of the company. As the minutes book of the meetings of a company are primary documents and are evidence of the proceedings recorded therein and where minutes are duly drawn and signed, presumptions, as specified in section 195 of the Act, are required to be drawn until the contrary is proved, it has been provided in the Act that the minutes books shall be kept at the registered office of the company.

Inspection of minutes book
The minute's book should remain open for inspection of members during business hours without payment of any fee. The articles or resolution of the company may impose reasonable restrictions on such inspection but inspection should be allowed on every working day at least for two hours.

Providing copy of the minutes on payment of fee
Any member is entitled to ask for a copy of the minutes of the General meeting and the same must be supplied to him by the company on payment of one rupee for every 100 words or fractional part thereof, within seven days after his request. In case the request from the member is received before the proceedings of the meeting have become 'minutes', that is, before the period of 30 days has expired, the member concerned will not be entitled to the copy of the minutes until the expiry of the said period of 30 days.

Penalty for refusal of inspection or non-furnishing copy of the minutes
If the inspection of the minute book is refused or a copy of the minutes of the meeting is not supplied to the member within 7 days of the requisition, the company and its every officer who is in default will be liable to a fine of Rs. 5,000 in respect of each offence. The aggrieved member may make an application to the Tribunal for relief and the Tribunal may order the company to allow an immediate inspection or to furnish forthwith the member with a copy of the minutes.

Publication of reports of proceedings of General meetings
Sub-section (1) of section 197 states that no document purporting to be a report of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by section 193 to be contained in the minutes of the proceedings of such meeting. Any contravention of sub-section (1) will entail penalty of fine up to Rs. 5,000.

Related registers and files
Following registers also be taken due care of in relation to minutes of general meetings:—
1. Attendance Register of members;
2. Register of proxy;
3. Index of minutes books.
In addition to the above the file containing the member’s circulations, amendment motion, postal ballot, ballot papers, revocation of proxy, notice under section 257, proof of dispatch of notice to the members and auditors, chairman's speech, agenda papers, etc. should be carefully kept in the custody of the company secretary.

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