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If chairman of a company directed to exclude ce...

If chairman of a company directed to exclude certain matters detrimental to the interest of the company from the minutes of a general meeting, and a shareholder contends that the minutes of the meeting must contain fair and correct summary of the proceedings, then will the contention of shareholder be maintained?

If chairman of a company directed to exclude certain matters detrimental to the interest of the company from the minutes of a general meeting, and a shareholder contends that the minutes of the meeting must contain fair and correct summary of the proceedings, then will the contention of shareholder be maintained?

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Jeeba Lal Aug. 16, 2018

As per the section 118 (5) of the Companies Act, the chairman of the meeting at his desecration may not include the matters in the minute of a meeting, if he thinks that any matter which

  • is or could reasonably be regarded as defamatory of any person;
  • is irrelevant or immaterial to the proceeding; or
  • is detrimental to the interests of the company;

Further under section 118 (6) the chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the Minutes on the grounds specified in sub-section (5) above.

Hence, in view of the above, the contention of shareholder will not affect the inclusion of matters in the minute. The Chairman has absolute discretion on the inclusion or exclusion of any matter in the minutes for aforesaid reasons

If chairman of a company directed to exclude certain matters detrimental to the interest of the company from the minutes of a general meeting, and a shareholder contends that the minutes of the meeting must contain fair and correct summary of the proceedings, then will the contention of shareholder be maintained?

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