Proceedings of Board meetings

“RESOLVED that the following powers be and are hereby delegated to Sarvashri X, Y and Z and they are empowered to exercise the power so long’ as they are in the service of the company and notwithstanding change in their designations.”
(a) State the provisions of the companies Act, 1956 regarding the recording and
signing of minutes of proceedings of Board meetings.
(b) What matters must be contained in the minutes of a Board meeting?
(e) Can a Director insist that his dissent be recorded in the minutes of Board
meeting on a particular decision?
(d) What presumptions are to be drawn from the minutes of a Board meeting?
J2Lns .
(a)
As per Section 193 of the Companies Act, 1956, every company must cause minutes of all proceedings of every meeting of its Board of Directors to be entered in the book kept for the purpose, within 30 days of the conclusion of such meeting. The pages of the book are to be consecutively numbered and each page is to be initialled or signed and the last page of the record of proceedings of each meeting must be dated and signed by the chairman of the said meeting or the chairman of the next succeeding meeting. In no case the minutes are to be attached to the minutes book by pasting or otherwise.
(b) The minutes of each Board meeting must contain a fair and correct summary of the proceedings thereat, including all appointments of officers. They must also contain the names of the Directors present at the meeting. In respect of each resolution passed at the meeting, the names of the Directors, if any, dissenting from, or not concurring in, the resolution must be stated (Section 193).
© As stated above, the minutes of Board meeting must contain the names of the
Directors, if any, dissenting from any resolution passed at the meeting. Accordingly, a Director can insist that his dissent be recorded in the minutes. However, the Chairman of the meeting may, in his discretion, not include any matter in the minutes which in his opinion is, or could reasonably be regarded as, defamatory of any person or is irrelevant or immaterial to the proceedings or is detrimental to the interests of the company, The chairman of the meeting shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified above.