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Board meeting minutes

CS RAJAN (ACS) (78 Points)

29 November 2011

Can anyone tell me that IS THERE ANY PROVISION AVAILABLE FOR NOT SHOWING THE BOARD MEETING MINUTES OR HIDING BOARD MEETING MINUTES?

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7 Replies

Parashar (Company Secretary 2004) (1013 Points)
Replied 29 November 2011

No there is no provision for hiding minutes in the Companies Act, rather it is an offence under the Act.

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Parashar (Company Secretary 2004) (1013 Points)
Replied 29 November 2011

Charu Srivastava (Company Secretary) (4210 Points)
Replied 29 November 2011

The member of the company has no right to inspect the Minutes of Meetings of the Board or any Committee thereof.

The Minutes of Meetings of the Board can be inspected only by the following

1). Directors.

2).While the Auditor or Cost Auditor of the company or Secretary in whole-time practice appointed by the company can also inspect the Minute Books in the course of audit or certification.

3).Officers of the Registrar of Companies, or other Government or regulatory bodies duly authorised in this behalf under law, during the course of an inspection, can also inspect the Minutes.

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Arunabha Acharya (Assistant Manager - Legal & Secretarial) (76 Points)
Replied 29 November 2011

Agreed with Ms. Srivastava above. The following people can inspect the Board minutes. Since this is the meeting of the Board of Directors and NOT the members, a member can't see/inspect the Board Meeting Minutes. However, for the sake of determining compliances, the Statutory (and to an extent, the Internal) Auditors and the RoC officials can inspect the minutes.

Many a times, for availing Working Capital loans, opening a bank account, making foreign investments, etc, Banks/FI/RBI insists on seeing the relevant Board Minutes. In such cases, just the certified extracts of Board Minutes having the relevant resolutions are given for examination and for their records.

A member can, however, inspect Board Meeting only if the Articles of Association of the Company mentions it specifically. For this, you may refer to Clause 7 of the Secretarial Standard 5.

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