Sunrise Agro Limited held its Annual General Meeting on 10th August 2025. The meeting was chaired by Ms. Priya Sharma, who serves as the Chairperson…

CA Intermediate · Corporate and Other Laws · MTP · September 2025
Sunrise Agro Limited held its Annual General Meeting on 10th August 2025. The meeting was chaired by Ms. Priya Sharma, who serves as the Chairperson of the company's Board of Directors. On 12th August 2025, Ms. Sharma, without signing the minutes of the meeting, left India for Toronto to care for her ailing mother. Referring to the relevant provisions of the Companies Act, 2013, examine the manner in which the minutes of the above meeting are to be signed in the absence of Ms. Sharma and identify the appropriate person who should sign them.

Suggested Answer and Working Notes:

Section 118 of the Companies Act, 2013 provides that every company shall prepare, sign and keep minutes of proceedings of every general meeting, including the meeting called by the requisitionists and all proceedings of meeting of any class of shareholders or creditors or Board of Directors or committee of the Board and also resolution passed by postal ballot within thirty days of the conclusion of every such meeting concerned. Minutes kept shall be evidence of the proceedings recorded in a meeting. By virtue of Rule 25 of the Companies (Management and Administration) Rules 2014 read with section 118 of the Companies Act, 2013 each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed by, in the case of minutes of proceedings of a general meeting, by the Chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that Chairman within that period, by a director duly authorized by the Board for the purpose. Therefore, the minutes of the meeting referred to in the case given above can be signed in the absence of Ms. Priya Sharma, by any other director also who is authorized by the Board.

Topics: Management & Administration

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