Signing and confirmation of minutes of the board meeting - Companies Law - No. 8/2(Misc.)/75‑CL‑V,

Letter : No. 8/2(Misc.)/75 ‑ CL ‑ V, dated 5 ‑ 5 ‑ 1975. Subject:- Signing and confirmation of minutes of the board meeting It is not obligatory to wait for the next board meeting in order to have the minutes signed of the meeting already held. Such minutes may be signed by the chairman of the meeting at any time before the next meeting is held. The course of confirming the minutes of any board meeting by members of the board at the next meeting is not contemplated by the law. Since as stated in the immediately preceding paragraph, the confirmation of minutes of a board meeting is not required, the question of postponing action on the resolution already passed by the board for want of such confirmation would not arise. Since by such postponement of action, legal consequences are liable to be incurred, it would serve to indicate why the law does not contemplate confirmation of the minutes of any board meeting as such. Where there is a practice of presenting the minutes of a meeting for confirmation by the board of directors at the next meeting, it may be noted that if such minutes have already been signed by the chairman of the meeting concerned, the minutes attract the presumptions contained in section 195 and as such it will be possible to have any alteration in the minutes only by way of fresh resolutions of the board meeting in which the minutes of the meeting in question are discussed. Even if the minutes have not been signed but have been approved by the chairman of the meeting concerned, the same position as indicated above will prevail. In order that any change in such minutes may be effected, the only way open is to adopt fresh resolutions in modification on the footing that the minutes as recorded on the approval of the chairman stand.