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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Zenith Retail Ltd's Board meeting on 5 March was disorderly. The Chairman, with advice from the Company Secretary, Mr. Arjun Nair, wants to omit a remark that is irrelevant to the proceedings. Which statement is correct?

The Chairman has absolute discretion to exclude the remark because it is irrelevant or immaterial, under Section 118(5) and (6). The Company Secretary can advise and draft the minutes, but his Section 205 functions do not take away the Chairman's statutory power.

  1. AThe Company Secretary decides finally, as part of his Section 205 functions
  2. BThe Chairman has absolute discretion to exclude it on the ground that it is irrelevant or immaterial, as the Act providesCorrect
  3. CNo remark may ever be excluded from the minutes
  4. DOnly the directors, by majority, may exclude it

Explanation

Section 118(5) allows the Chairman to exclude matter that is defamatory, irrelevant or immaterial, or detrimental to the company's interests, and Section 118(6) gives him absolute discretion. The CS advises and prepares the minutes, but the Act gives the decision to the Chairman. Section 205(2) also preserves the Chairperson's functions.

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