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I Can Do Better Than This Part_1 Section _D

Probative value of the minutes under Article 195 of the Companies Act, 1956?

Section 195 of the Companies Act, 1956 said that when the minutes of any meeting of the company or a meeting of its board of directors or a committee of the board of directors were kept in accordance with the provisions of section 193, then, until proven otherwise, The meeting will be deemed to have been duly convened and held and all proceedings on it to have occurred, and in particular, all appointments of directors or liquidators at the meeting shall be considered valid. Referring to the section on the following issues deserve consideration.

(1) How to interpret "held in accordance with the provisions of section 193?

(2) Importance of the reference to "the meeting is deemed duly convened and held?

(3) How to interpret the phrase "all appointments of directors or liquidators at the meeting shall be considered valid.

(4) Whether the probative value can be attributed to the minutes?

(5) How to tell the difference between the presumption under section and the probative value of the conclusions of the President?

(6) How to interpret the nature of the presumption so minutes in the section?

How interpret "held in accordance with the provisions of section 193?

Well that the section refers to Article 193 regarding how minutes are recorded, Article 193 is to be property included in the section. Because section 193 is not only the time, signatures, page numbers, separated, etc. books, but refers as equity. There may be cases where the records are immediately challenged to knowledge. In such case, is it correct to conclude that the presumption under section 195 is available even if the accuracy of the minutes is in question right now? The answer may be "Yes." The reference to Article 193 to be examined in terms procedural and technical aspects should not be placed. If is proved that the minutes are prima facie recorded, signed, kept in separate books without paste and overwriting and numbered consecutively then it is sufficient for the purpose of the rule of the presumption under section 195. Regardless of the nature of the challenge and time thereof, if it is prima facie evidence that the records are registered in accordance with Article 193, then the presumption under section 195 is available. The challenge for the recording of the minutes in accordance with section 193 should not be considered technically. This procedure. Treat the reference to Article 193 under the article, the High Court of Madras in VGBalasundaram and other cons. New Walker Theatre Carnatic Private Limited and others (1993) 77 324 Comp Cas, was happy to see / observe that "Article 193 of the Companies Act, 1956 provides that each company must make the minutes of each meeting of its board of directors of each board committee to take decisions by within thirty days of the end of each meeting concerned, entries in the books kept for that purpose with their pages consecutively numbered. If the presumption is not available under section 193, the presumption under section 195 is also not available.

Meaning the reference to "the meeting is deemed duly convened and held?

The reference to "language of the meeting is deemed to have been duly convened and held is very important and based on sound logic. Because, unless there is an appeal by reason or by calling in accordance with the provisions of the Act, it can not be held that the meeting is validly held. The question of the validity of minutes so that normally occur when the meeting is convened in accordance with the provisions of the Act. If we consider the issue of preemption of the minutes under the section and purpose of the meeting on two different wheelbases, then there is the chance to record meetings final due. As such, the appellant, holding, conducting and recording of minutes, can not be separated and it is a process the ultimate aim to carry out activities at the meeting. As such, it should be understood that the reference to the formulation that "the meeting is deemed to have been duly convened and held on a level is sound logic.

How to interpret the phrase "all the appointments of directors or liquidators at the meeting is deemed to be valid:

With this reference to the presumption in drafting the title of the section and with the use of "valid" word with regard to the appointments under the section, it seems that the same is some what ambiguous. T section transmits only after the director was appointed to the minutes, then such an appointment would should not be questioned. The answer is "No". For any reason whatsoever, the evidence should not be attributed to the appointment. If the appointment of directors, etc. is not correct or does not comply with the provisions of the Act, then certainly such a nomination is invalid and is liable to respondents and set aside. As such, the use of "valid" word in the section to be understood and interpreted with reference to the dominant rule of the presumption under the Section. As such, the reference to the phrase "all appointments of directors or liquidators at the meeting shall be deemed invalid "must be understood as all appointments of directors or liquidators at the meeting must be presumed valid until proven otherwise.

That the probative value can be attributed to the minutes?

Evidence can not be attributed to the prima facie minutes on any ground what so ever. Referring to the value of evidence, often words like "a prima facie case", "rebuttable presumption", "irrebuttable presumption" and "probative "Are heard. While the "prima facie" and the words "presumption rebuttbale 'is it on the same foot," presumption irrebuttabel " and stands the "probative value on equal footing. Under corporate law, in general, there is no place for the "rule of "probative value. Many issues under the Act are only a presumption, subject to rebuttal.

How To see the difference between the presumption under section and the evidential findings of the President?

The probative value attributed to the findings of the President to be viewed very carefully while dealing with the presumption available to the Minute society under the section. There is an apparent overlap of the principles involved. It can be argued that if the Chairman's conclusions are positive, then recording the results of president is too, is inconclusive. But such an argument can be accepted for any reason whatsoever. Chairman conclusions that will be also subject to the assumed value of refutation that the provision expressly gives evidence of the minutes of the company or the Council. Questions should be well understood.

How to interpret the nature of the presumption so minutes in the section?

Referring to the question of the interpretation to be placed on the section, the High Court of Madras in the Yamuna Reddy Vs. B. Sivaraman and others (1992) 75 Comp Box 199, was pleased that "under Article 195 of the Companies Act 1956, when the minutes of proceedings of the company have been duly recorded and signed, a presumption is established that the meeting was duly convened, held and all the procedures have on it occurred and the appointment of directors have therefore been validly done. This presumption may be rebutted, but the burden of proof to dislodge the presumption is cast on the person challenging the resolution or the conclusion of the minutes on the ground of misconduct or "mischief. The Supreme Court of India and one in Kerala Kaumudi MSMadhusoodhanan Vs (P) Ltd and others (2003) 4 Comp LJ 185 (SC), was pleased that "in addition, under Article 194 of the Companies Act, 1956, Minutes Meeting held in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein and, unless proven otherwise, it is presumed under section 195 that the meeting of the Board of Directors was duly called and held that all proceedings on it to have occurred. It fell to Mani to refute that the transfers did not occur in the recorded minutes of the meeting of Council held on 21 May 1985, the burden of proof that he has singularly failed to discharge. "

About the Author

V.DURGA RAO, Advocate, Madras High Court.

Email: vdrao_attorney@yahoo.co.in

http://indiancorporatelaws.blogspot.com/

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