The nunrrtes 'of each meeting shall contain a fair aria correct sununarNof the proceedings thereat. The Chairman shall, however, enjoy an absolute discretion in regard to non-inclusion of any matter in the minutes which in his opinion is defamatory of any person, is irrelevant or detrimental to the interests of the company
The minutes of meetings kept in accord mce with the above provisions are prima facie evidence of the proceedhigs recorded therein (Sec. 194) and the rr Feting to which such minutes relate shall be deemed to have been duly called and held, the proceedings threat to have dilly taken place and the appoint merits of directors or liquidators made at the meeting shall be deemed to be valid, until the contrary is proved (Sec. 19S).
The mimrtcs books of genera! meetings are to be kept at the registered of lice of the company and be open to inspection for at least two hours a day during business. hours to any member without charge. Members are also
: entiUed to obtain copies of Tninutes Oti request within seven days on payment of rupee one for everv one htmdred words or fractional part thereof required to be copied. The Company Law Board is also empowered to order inspe non
• of the minutes books or direct to deliver the copy required thereof, if thcompany fails to comply with the pros isions of this Section (Sec. 196).
A company holding shares in another CmnPar.. may. bN a Board s !. ion, appoint a proxy (representative) to attend the general meethig of -he latter company and exercise voting rights on its behalf.
Table A lays down that all resin Rent appointing a proxy must be deposited with the company not IGSS thee 481!ours before the tiule for the n-.eeting Any provision in the Articles of a cot Ipany requiring the proxNform to be deposited earlier than 48 hQu! s Rae ill he hlNalid. In case of poll. the proxy form can be required Lo be than 24 Itours hi fore the time fixed for the poll [Sec. 1-6()]
The Act also requi res that an i Dst.umr A appointing a proxy m at be n writing and must be signed by the appoi Zter or his Zegallv autnorised representative if the appointee is a body corporate, the mstnment jurist be Zmder its seal or be signed by an erp officer m an attorney duly inlhOr!ed by it LSec. 176(5) ;. 7 he form for proxy is giN .! in S.hedZ!lc IX of the Act, tl OUgll a companv may adapt it to its own circunnslances. Specimens of pros y Arms are given on the next page.
If an erp officer of a comyary invites 'I member lo appoint a perso l o. any of a group of persons as proxies at tlie expense of the company. he a! they will be liable to fine of Zip to Rs. 1,000. This fine will not be imposed if t:he member concurred himself rcluesfed the company to send a form of appointment naming the prow or a list of persons willing to act as p! axles and such a list is freehN made avai!abl e to e or) member Sec. 17 6(4 )l
Mernbers can inspect proxy forms twent -four hours before the meetirZg if they have giver a notice for this purpose three days in advance of the meeting [Sec. 176(7)].
TNVO hpCS of pro:i s may be distinguished in this context. r broxautborised to rote only on a particular resR:Zion is called:a 'special p, ova', while a proxy empowered to vote on :; Z resoh!tioris in a rmeetmg is 'general
TWo WAY PROXtES
Under Sec. 176:S) of the ''ompan es Act and Article 62 of Table Z. .!.! instnrment appointing a pro y can be in either of the In o forms presciihcd in Schedule IX of Zhc Act: or as near thereto as circumstances admit. T no. f rst of the two torrnsj or the Gcneral Form. merelv authorises the persor appointed as proxy' to Ate for irZeus on mour behalf' This implies that the qrox can only cast his vote in the .itT!n!:atiN e. This is known as 'One way p. o.r
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