Confirmation of Minutes not required......!!!!

[chakri hegde]

Dear All,

Supreme Court of India has decided in the Matter Kerala State Electricity Board V/s Hindustan Construction Co. Limited [2009] 91 SCL 183 (SC) inter aliea decide that " Confirmation of minutes of Board meeting or any committee meeting does not require confirmation in subsequent meeting. Non confirmation of minutes does not have any effect on the decision taken at the earlier meeting. When minutes of a meeting are placed before the next meeting the only thing that can be done is to see whether the decision taken at the earlier meeting has been properly recorded or not. Once a decision is duly taken it can only be changed by a substantive resolution properly adopted for such change" 

Note- Confirmation is not mandatory in law or SS 5 , it is a normal corporate secretarial practice. 

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With Best Wishes
Chakri G Hegde
Indo Nissin Foods Ltd
Bangalore

[Sridevi B.N]

Dear Mr.Hegde,

 

Please could you share the complete supreme court order/decree if you have on this case.

 

Thanks & Regards

Sridevi.B.N

[raja karthik]

Dear friends,

 

Full judgement is here.

 

The funny thing is decision was made on 16.11.2006, only reported in SCL in 2009. Previously reported in AIR in 2007.

 

I read it, its really wonderful....

 

I got after extensive search...... THANKS TO MANUPATRA.COM.

 

Regards,

Raja Karthik S.

[arvind gupta]

Excellent endeavour Mr. Chakri and Mr. Karthik.

[CS. Dattatri H M]

Dears,

 

Don't you think the subject line is misleading?

 

From the summary sent by Mr Chakri, what we can understand is that, confirmation of minutes in the next meeting will not have any bearings on the decisions taken in the previous meeting. Yes, it is very well known to every one, right? Confirmation is only to confirm proper recording of the proceedings. This is good corporate practice and recommendable too.

 

Best Regards,

Dattatri

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From: csmy...@googlegroups.com [mailto:csmy...@googlegroups.com] On Behalf Of arvind gupta
Sent: Friday, July 17, 2009 1:34 PM
To: csmy...@googlegroups.com
Subject: [CSMysore] Re: Confirmation of Minutes not required......!!!!

[arvind gupta]

Dear Sirs,

 

Going by the text of Mr. Chakri's mail with subject and the supported detailed judgement by Mr. Karthik, I infer that minutes needn't be confirmed by the suceeding Board meeting; and then it becomes a non-mandatory compliance left at the discretion of each professional.

 

I do appreciate and agreee that we must adhere to better corporate practices.

 

Regards,

Arvind

 

[raja karthik]

Dear Sirs,

 

Yes, it is indeed a good practice to get the minutes confirmed in next Board meeting.

 

I feel that a copy of minutes of previous Board meeting should be circulated together with agenda/notice of coming Board meeting and can be signed by chairman after taking it as read...

 

This will bring more clarity to the proceedings transacted. The question as to the legality of  such practices comes only when some set of people act with malefide intention, which is not common..

 

 

Regards,

Karthik

[chakri hegde]

 

Dear All,

 By the judgment of the Supreme Court, we could make out the following point:

 "Decisions once arrived at do not need confirmation"

 It is the usual corporate secretarial procedure to read over, at the next meeting the decisions and resolutions of the preceding one. At the next meetings there might be considerable diversity of opinion as to the votes admitted at the previous meeting. But the intention of the judgment was that, it is not necessary to confirm the actions done at the previous meeting which was legally done previously.

 Further, the chairman who signs the minutes at the next meeting need not necessarily have been the chairman of the previous meeting or indeed even present at the Meeting of which the minutes are a record. His action in signing them is merely to record that they are a correct record of the business transacted.

 However, as correctly pointed out by our professional friends, confirmation of the minutes as an accurate record of the decisions made at the previous meeting is usually obtained by submitting them to the chairman of the next meeting for signature.

 

Further, as rightly pointed out by Mr. Raja Karthik, this will bring more clarity to the business transacted and to avoid the malafide intention of someone.

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With Best Wishes
Chakri G Hegde
Indo Nissin Foods Ltd
Bangalore