9911796707
TMI Blog2006 (11) TMI 353X X X X Extracts X X X X X X X X Extracts X X X X ..... ctricity Board ('KSEB') entered into a contract with respondent No. 1-Hindustan Construction Co. Ltd. ('HCC') for the construction of a 12.09 km. long and 6.65m diameter concrete power tunnel for Lower Periyar Hydro Electric Power Project on 27-2-1984. The contract work had to be completed within 68 months from the date of the contract; i.e., to be completed on or before 26-10-1989. The estimated PAC of the work was Rs. 14.92 crore including cost of departmental materials and the agreed PAC was Rs. 23.59 crore. The cost of departmental materials was Rs. 3.94 crore. HCC started the work on 27-2-1984 itself. 3. As the work could not be completed on or before 26-10-1989, i.e., within the original period of completion, KSEB vide order No. TC2-2117/89 dated 14-3-1991 accorded sanction to extend the time of completion of the work up to 30-6-1992 subject to the terms and conditions of the contract then in force. 4. The schedule for the work as was fixed is given below : Driving preparation and opening up faces 2 months Driving adits 5 months Driving tunnel proper at 75m/month for an av. 1920 m 26 months Total 33 months Lining Prep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at different stages and periods of execution of the work, aggregating to 47 months were beyond the control of HCC or covered under "Expected Risks" as defined under clause 8 of the contract. (2) That, in granting extension of time to cover the delay of 47 months beyond original completion time of 68 months, the KSEB not only did not impose any penalties or attempt to get the balance work at any stage by any other agency, at the risk and cost of the HCC, but also continued to apply contract provisions relating to cost escalations to schedule rates during the extended period. (3) The right to claim compensation exercised by HCC in their memorandum is based on the clear provisions of clause 18 "force majeure" of the contract. 10. Subsequently, on 13-10-1993 Board constituted a sub-committee to study the recommendations of the ad hoc committee and to submit a note to the Board for discussion by the full time members of the Board. 11. The said sub-committee on 10-11-1993 submitted its report recommending that the full time members may have a discussion with the contractor on the various matters covered in the report of the ad hoc committee for a mutually acceptable agreement. 12. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... additional grounds, which was allowed. 25. By the impugned judgment, the writ appeal was allowed, directing the Board to implement the order of the Board dated 19-4-1994 and to issue consequential orders on the basis of the decision of the Board dated 12-4-1994 and 30-4-1994 and to make necessary payments and the order dated 29-3-1997 of the Board was quashed. 26. The High Court held in the impugned judgment that the subsequent decision taken not to confirm the minutes at its meeting held on 30-5-1994 cannot in any way dilute the decision taken earlier by the Board on 19-4-1994. The High Court was of the view that non-confirmation of the minutes cannot have the effect of wiping out the decision taken. Accordingly, the directions as noted above were given. 27. Civil Appeal No. 1465 of 2000 is filed by the KSEB, while Civil Appeal No. 1466 of 2000 is filed by the State of Kerala. Learned counsel for the appellant in each case submitted that the High Court went wrong in concluding that non-confirmation of minutes did not have the effect of wiping out the decision taken earlier. When the minutes of the meeting are not confirmed at the subsequent meeting, it means that the decisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g., executive committee). They should state the date, time and place of the meeting and the time the meeting finished (at the end of the minutes). They should also contain a record of the names of the members present and "in attendance," and whether present for all or part of the meeting or a note of the list attendance sheets or other document where their names may be found. They should also record the name of the member taking the chair. Minutes should : (a)be taken by the person best placed to do so. Independence, discretion and a good understanding of the business of the organisation are key here. It is recommended that a member who is required to make a significant contribution to the meeting does not also take the minutes; (b)be accurate - if there are any especially complex or technical areas recorded in the minutes, it is good practice to double check these with the relevant member to ensure complete accuracy, whilst preparing the draft minutes. The chairman of the meeting should be given the opportunity to comment on the first draft before they are circulated to all members; (c )be clear and unambiguous - minutes must be easily understood; not just by the members but by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any's Birmingham factory, delivery as required July/December [year]. The previous contract was at #... per tonne. The approval of the contract was ratified. From a directors' meeting : 2. Resolved that transfers of 1000 ordinary shares produced be approved and passed. The minute should read : 2A. It was resolved that transfers Nos .... to .... inclusive, produced to the meeting, details of transferor and transferee below, relating to 1000 ordinary shares in the company, be and they are hereby approved for registration and that the common seal of the company be affixed to certificates Nos. .....to .... relating thereto. From the meeting of a charity : 3. Mr. Jones said that before we move on to normal business there is a petition which is being presented by the St. Albans branch for the relief of VAT on charities. There are petition forms here tonight and we hope that if possible you will all sign before you leave. An improved version : 3A. The treasurer drew attention to a petition which was being presented by the St. Albans branch for the relief of VAT on charities and invited members to sign it at the conclusion of the meeting. From the minutes of a management meeting : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e a correct record, he will sign them. If they have previously been circulated, he will sign them without their being read out if the meeting so agrees. 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. There may, however, be occasions where the chairman although having no reason to question the accuracy of the record, refuses to sign the minutes. In such cases a record should be made in the minutes to the effect that the minutes of the previous meeting were correct. If there is a considerable interval between meetings, the chairman can sign the minutes as soon as they have been prepared : this power is useful too when the minutes are needed to confirm to third parties that a particular decision has been made." 32. In Chetkar Jha v. Viswanath Prasad Verma AIR 1970 SC 1832 it was noted, inter alia, as follows : "The question then is whether the minutes, as drafted and placed before the meeting on July 3, 1963, could be altered as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aken particularly as none present then had raised any protest against the alteration. The decision relied on by Mr. Jha in In re, Rotherham Alum & Chemical Co. [1883] 25 Ch.D 103 is altogether on a different question and cannot be of any assistance. Since the Vice-Chancellor was right in his understanding that what had been decided at the meeting of May 7, 1963 was not to accept the Commission's recommendation and since such refusal to accept meant under section 26(4) that the matter should be sent back to the Commission for reconsideration, his action in asking the Commission to reconsider clearly fell under section 26(4) and could not be said to be unwarranted as the Chancellor ruled. Since that was actually the decision of the syndicate, the Vice-Chancellor was bound to follow it up by writing to the Commission to reconsider its recommendation. It is somewhat difficult to appreciate the Chancellor's observation that that action was unwarranted as it was without the syndicate's sanction. Once the syndicate had taken the decision of not accepting the recommendation, it was obligatory under section 26(4) to refer back the matter to the Commission. The action taken by the Vice-Chan ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
