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TMI Blog2006 (11) TMI 353X X X X Extracts X X X X X X X X Extracts X X X X ..... 5-12-1998 after adjustment of the amounts paid and the interest elements so far as relatable to the payment. The balance amount shall be paid within a period of three months from today. - C.A. NOS. 1465 AND 1466 OF 2000 - - - Dated:- 16-11-2006 - ARIJIT PASAYAT AND S.H. KAPADIA, JJ. T.L. Vishwanath Iyer, C.S. Rajan and M.T. George for the Appellant. F.S. Nariman, Darius Khambatta, P.H. Parekh, Bhavesh Punjvani, Sameer Parekh, Ajay Jha, Sumit Goel and P.V. Dinesh for the Respondent. JUDGMENT Arijit Pasayat, J. - Challenge in these appeals is to legality of the judgment rendered by a Division Bench of the Kerala High Court holding that the appellant was liable to implement the order of the appellant-Board dated 19-4-1994. Direction was further given to issue consequential orders on the basis of decision taken on 12-4-1994 and 30-4-1994 to make necessary payments as expeditiously as possible. The decision of the Board to cancel the earlier order dated 19-4-1994 on the basis of a decision taken at the meeting held on 25-1-1997 and communicated by order dated 29-3-1997 was set aside. 2. Background facts in a nutshell are as follows : Appellant-Kerala ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 160.01 lakhs Issue No. VI Claims (pending claims and extra items) Rs. 293.18 lakhs Total Rs. 1688.08 lakhs 6. A meeting of the full time members of the Board with HCC was held on 8-7-1992 and the chairman of KSEB agreed for the formation of a High Powered Committee as desired by HCC. 7. On 2-3-1993, KSEB constituted an ad hoc committee to look into the claims raised by HCC. The terms of reference of the Committee were limited to the issues raised in the memorandum dated 6-5-1992 and in accordance with the minutes of the discussion held by the full time members with HCC on 8-7-1992. After the Committee started functioning, further issues such as request of the company for interim relief of Rs. 350 lakhs against their claims and issues regarding recovery rate of cement used for concreting non-payable over breakage in the tunnel were also referred to the Committee vide Chief Engineer s letter No. D4-LPT1/93 dated 26-6-1993. 8. On 5-8-1993 ad hoc committee recommended interim release of funds amounting to Rs. 250 lakhs. 9. On 2-9-1993, the ad hoc committee appointed by KSEB submitted its report on the clai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... SEB was held on 25-9-1994. In the said meeting, chairman KSEB states that an early decision will be taken in the matter. 18. HCC filed OP No. 762 of 1996 before the Kerala High Court, with, inter alia, following reliefs : ( a )to implement Board s order dated 19-4-1994; ( b )to direct Board to issue consequential orders on the basis of the internal decision of Board at its meeting on 30-4-1994 (which had only remained in the minutes of the Board meeting and which was subsequently modified by Annexure P-8, p. 149. 19. The High Court after perusing the files which were produced pursuant to its directions, held that no final decision has been taken in the matter and directed the Board to take a final decision within two months. 20. HCC requested the Board on 31-10-1996 to pass appropriate orders in view of the judgment. The request was reiterated on 2-12-1996. 21. KSEB moved the High Court for extension of time to comply with the direction dated 4-10-1996. 22. Board in view of the directions of the High Court considered ad hoc committee report and on 25-1-1997 rejected the ad hoc committee recommendations. HCC filed a Writ Appeal No. 343 of 1997 before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fidavit was filed stating that the Board has not finally accepted the recommendations of the ad hoc committee for payment of Rs. 808.26 lakhs as it was under no legal obligation to implement the order. The committee was constituted by the appellant-Board. The varying stands, taken at different points of time show that the object was to avoid payment. The ad hoc committee which was appointed consisted of experts in the fields and also Additional Secretary and Under Secretary to the Government. Twenty-one sittings were held, site visits were made and voluminous documents were considered. After a very detailed consideration of the whole matter, recommendations were made for making payment of Rs. 808.26 lakhs as against claim of Rs. 1688.08 lakhs by the respondents. The Board constituted another sub-committee consisting of two members, one of whom was the convener and representative of the Board in the ad hoc committee. After considering the recommendations and the report the Board decided to make payment of Rs. 250 lakhs as an interim payment. On 30-4-1994 unanimously a decision was taken to pay Rs. 808.26 lakhs as noted by the ad hoc committee. 30. In order to test the ri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nding of the proceedings. This will encourage members to speak up next time and also helps remind the organisation why they made a particular decision and how they came to it. The full text of all resolutions should be recorded; ( g )avoid comment and expressions of opinion unless an essential part of the decision-making process; ( h )be produced in a timely fashion-minutes should ideally be produced within 48 hours of the meeting to ensure accuracy. The minute taker should agree with the chairman a sensible time period for distribution of the minutes to members after the meeting, taking into account any annual programme of meetings and the period of time between each. He/she should also agree whether any attendees at the meeting are entitled to receive copies of the minutes. The past tense should be used to record events at the meeting, e.g. "It was reported that," and the past perfect tense for events prior to the meeting, e.g. "Mr. X reported that he had completed his survey. The following are examples of minutes with suggested improvements : Mr. X reported that we had secured a further contract on satisfactory terms from the Z Co. Ltd. The use of the word "we" ins ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the awards, pressure on resources would be acute. She pointed out that part of the problem resulted from the decision of previous councils not to increase subscription rates. This could be better reported as follows : 5A. The chairman expressed disappointment at the figures for 1996. With additional expenditure on the awards, and because previous councils had decided not to increase subscription rates, urgent action was necessary to avoid exhaustion of the reserves. The names of the proposers and seconders of motions are usually shown, but there is no need to record details of voting. Motions which are not seconded need not be recorded although it can be useful in understanding the collective will of members. 6. CONFIRMATION OF THE MINUTES Decisions once arrived at do not need confirmation : At a vestry meeting it was the usual procedure to read over at the next meeting the resolutions of the preceding one. At the second of two meetings there was considerable diversity of opinion as to the votes admitted at the first meeting, but judgment was to the effect that there was no necessity for the confirmation by the second vestry of what was legally done at the first, if ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rdingly, when minutes of a meeting are placed before the next meeting the only thing that can be done is to see whether the decision taken at the earlier meeting has been properly recorded or not. The accuracy of the minutes and not the validity of the decision is, therefore, before the meeting. Once a decision is duly taken it can only be changed by a substantive resolution properly adopted for such a change. When, therefore, a decision is taken and is minuted and such minutes are signed by the chairman they become prima facie evidence of what took place at the meeting. In the case of company meetings, every meeting of directors or managers in respect of whose proceedings minutes have been so made is deemed to have been properly held and convened and all proceedings had there to have been duly had and all appointments of directors, managers or liquidators are deemed to be valid unless the contrary is proved, ( cf. Halsbury s Laws of England, 3rd Edn. vol. 6, p. 318). This is the position when minutes have been signed by the chairman. After such signature they cannot be altered. But before the minutes are signed they can be altered if found to be inaccurate or not in accord with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion under section 9(4) of the Act to annul the decision of the Syndicate or the proceedings of the meeting of July 3, 1963." (p. 1838) 33. Above being the position, the High Court s view that the decision taken on 30-4-1994 has to be given effect to cannot be faulted. As rightly submitted by learned counsel for the respondents non-confirmation of minutes does not have any effect on the decision taken at the earlier meeting. The position has been illuminatingly stated in Chetkar Jha s case ( supra ). 34. Pursuant to the orders passed by this Court, Rs. 500 lakhs have been paid to the respondents and Rs. 300 lakhs have been deposited pursuant to the order dated 2-5-2006. The amount has been deposited with the Registry of this Court to be invested in fixed deposit. Let this amount be released to the respondents with interest accrued thereon. The respondents shall be entitled to interest at the rate of 7.5 per cent from the date of Division Bench s judgment, i.e., 15-12-1998 after adjustment of the amounts paid and the interest elements so far as relatable to the payment. The balance amount shall be paid within a period of three months from today. 35. The appeals are di ..... X X X X Extracts X X X X X X X X Extracts X X X X
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