Notice of meeting

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 13 March 2012

Hi,

I don’t think it is a big issue. As per my understanding it will surely put a question mark (?) on the validity and existence of your 25^th board meeting considering your own strict practice of taking note of minutes of previous board meeting in your next meeting. So the same needs to be rectified.

No need to call 26th meeting again. All you need to do is just add the item in the 26th meeting minutes and get it signed by all participants again. First take them in confidence that it was a bona fide and unintentional mistake.

All the best

ArchAngel (Corporate Affairs Enthusiast) (118 Points)
Replied 14 March 2012

Dear Ankur Sir,

Thanks a lot for your reply.

The 25th meeting minutes is already signed by all the participants of the meeting, even before the 26th meeting. We have an extremely important resolution took on 25th meeting. So in any case, we do not want its validity to be questioned.

Now, as per your suggestion, what we need to do is to add the first item in the 26th meeting minutes as "to confirm the minutes of the 25th meeting held at..."..right? and get it signed by all the directors in the last page, not just of the chairman..right?

Is the confirmation of previous minutes need to be the first item in 25th meeting minute? Or it can be the last item in the 26th minute? I am asking this because, directors except chairman, sign only the last page of the minutes. So it will be safer if it is in the last page?

Also once it is done(ie, get the 26th minutes signed by all the directors), will any false claim in future stand of any directors that the 25th minute is invalid on the basis, that its confirmation was not added in the notice of 26th meeting's minute?

Please advice Sir. I am really in need of help.

[When I asked this to our CS, he advised to add this item in the 26th item without numbering it, since it was not added in the agenda .]

Thanks and Regards,

ArchAngel

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 March 2012

First understand your funda of getting the board minutes signed by all the directors is wrong or rather I would not required at all. Each page of board minutes should be initialed by the chairman and last page of board minutes should be signed by chairman with date and place.

Yes…the confirmation of board minutes of 25^th board meeting should be the first item in 26th meeting and its minutes.
Yes false claim is possible. Corporate relations are quite sensitive so why to open space for anyone to question your work.

Once again I would say before going ahead convey this to all the directors for smooth rectification.

Thanks

ArchAngel (Corporate Affairs Enthusiast) (118 Points)
Replied 14 March 2012

Sir,

I totally understand your views. Why we get the page signed by all the directors is for an extra strong validity for the minutes, and to clarify that the resolutions are not manipulated by the chairman.

I totally understand your views on convincing the directors about the mistake happened in the 26th meeting's notice. But my only questions is that, after they are convinced, and singed the 26th minutes, if any of the directors in future, want to challenge the important resolution we took on 25th meeting, will they still can easily claim that the 1st item(which is the confirmation of 25th minute) of the 26th minute is invalid as it was not added in the notice.

Thanks,

ArchAngel.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 March 2012

I also understand your concern.

As per my understanding after signing the minutes of 26^th minutes again, which includes the agenda of taking note of the minutes of 25^th meeting, none of the director can challenge the validity of second time prepared and signed 26^th minutes. “To ensure this I would suggest you to make the communication official via e-mail or any other mode as you are not manipulating the minutes and just rectifying a mistake with mutual consent of directors.

Regards

ArchAngel (Corporate Affairs Enthusiast) (118 Points)
Replied 14 March 2012

Sir,

That solves my issues I think. For your information, the minutes of 26th meeting is not yet prepared. That is yet to be prepared. The directors are going to see the minutes for the first time and they will hopefully be OK with the first additional item and they will sign it the a without any issues as they can understand that it is a mistake while preparing the notice and there is no need for them at present not to approve the 25th meeting minutes.

So as per your suggestion, As I understood,

I will prepare the minutes including the missing item in the notice. Before getting it signed, I will inform the directors that I had added the extra item in the minutes which was not in the meeting agenda, and it was a accidentally and unintentionally we failed to include that in the notice.

I will also send an official communication regarding this before they sign it, if that adds additional security in future. Anyway I seriously doubt, that whether it will give a chance to any of the directors to oppose the resolution of 25th meeting, at this point of time simply opposing the inclusion of the 1st item in the 26th minute?

Or do you think, will it be a good idea to get each page signed by all directors instead of formal communication indicating our mistake? just a thought, even though it may not have a secretarial base. This is comparatively easier task as we are already following something similar.

Sorry about lot of questions, but please let me know if you have anything to add to this.

Thanks and Regards,

ArchAngel

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 March 2012

Please try and appreciate, the item you’ve forgotten is actually not an item but just a routine thing like vote of thanks. So just go ahead confidently. Try and be a bit aggressive. Do not be so afraid.

Tx