Minutes:Official records of the proceedings of the meetings kept as a record be called minutes .

In other words, minutes may be defined as the records of meetings. It is a summary or record what is said or decided at a formal meeting of board of directors or shareholders of the company. Actually they are records of the events took place at a meeting. The object of keeping minutes is to preserve an accurate copy of official document of the proceeding of the meeting so that it may be produced before the court of law or any other authorized body in times of necessity.

Rules regarding minutes:The statutory rules regarding minutes have been enumerated in sec.89 which are as follow:

(1)Obligation to keep minutes: Every company is under an obligation to

cause minutes of all proceedings of the meetings and keep them in a book used specially for the purpose.[s.89(1)] (2) Signature and evidence: Such minutes shall be signed by the chairman of the meeting and the shall be evidence of the proceedings.[s.89(2)] (3) Inspection of the minutes: The book containing the minutes of proceedings of any general meeting of the company shall be kept at the registered office of the company and they shall be opened for inspection to the members during business hours of the company.[s.(4)] (4) Having copies of minutes by the members: Any member may request the company to have a copy of minutes after 14 days of such meeting. And he is entitled to have a copy of it within 7 days after he has made a request in this regard.[s.89(5)] (5) Defamatory and irrelevant matters to be excluded: In a minute, though the proceedings of a meeting are kept accurately, but any defamatory or irrelevant statement should not be entered.

(6) Prima facie evidence: When minutes are kept in accordance with the above provisions, it shall be evidence of proceedings of the meeting. And a minute shall not be subjected to any dispute unless there is any fraud or mistake is committed. If anything is not recorded in the minute, it can be proved by proper evidence.

Proxy:Definition: Proxy may be defined as a person authorized to attend and vote

at the meeting in the absence or on behalf of a member. Lord HANWORTH observes in the case of Cousins-vs-international Brick

co that a proxy is a person representative of a shareholder at a meeting of

the company, who may be described as his agent to carry out a course which the shareholder has himself decide upon. To act or vote by a proxy, a statement in this regard is required to contain in the notice to be sent. Though a proxy is entitled to vote, he has no right to speak.

Appointment: In many parts of our act, attendance of and voting by a proxy

are recognized sec.85 provides that on a poll, votes may be given either personally or by proxy. This right of a proxy has also been mentioned in reg-65, sch-1. However, the general principle of company law is that a member is entitled to attend and vote at the general meeting of the company shall also be entitled to appoint a proxy in his behalf.

Rules regarding appointment of a proxy: Unless the articles otherwise

provide, the following rules are applicable in case of appointment of a proxy: (a) A proxy cant be appointed in the case of a company which has no share capital. (b) A member of a private company cant appoint more than one proxy in a meeting.

(c) Except on a poll, a proxy cant vote.

Instrument of appointment: Reg-85(2) (f) of our company act says that

the instrument appointing a proxy shall be writing under the hand of the appoint or of his authorized attorney. The form of the instrument has been given in reg-68. Deposit of instrument: Reg-67 provides that the instrument appointing a proxy and the power of attorney or other authority shall be deposited at the registered office of the company not less than 48 hours before the holding of the meeting. In the instrument, the person showed as entitled to vote shall be treated as valid. The person appointed as proxy shall be bound to vote as per the director of the member appointing him. Statement in the notice: In every notice calling a meeting, there shall have a statement that a member is entitled to attend and vote either personally or by a proxy and in this case, the proxy needs not be a member of the company. Revocation of a proxy: A proxy so appointed may be revoked at any time before he started functioning as a proxy. The revocation may be done by giving proper notice.