Case: Chetkar Jha Vs. Viswanath Prasad Verma &amp; Ors

for confirmation before the meeting of July 3, 1963, were not only not in accord with that decision but through mistake or inadvertence had recorded something quite different.This was found out when the minutes were placed before the meeting for confirmation. They were, therefore, corrected by scoring out the incorrect portion and substituting it by words incorporating the decision that the Syndicate did not accept the Commissions recommendation. As already stated, this position is borne out by the fact that thoughthere were present in that meeting as many as 16 members who had participated in the previous meeting none of them protested to the alteration in the minutes nor did any one of them say that the decision taken on May 7, 1963 was not one of refusal to accept the Commissions recommendation. Therefore, if the Syndicates decision was not to accept the Commissions recommendation it had to refer under section 26 (4) the matter back to the Commission, the words of sub-s. (4) of section 26 in that regard being mandatory.It seems that the Vice-Chancellor had also understood that the Syndicates decision of May 7, 1963 was not to accept the Commissions recommendation and it was because he had so understood that he got the Registrar on June 11, 1963 to refer the matter back to the Commission. 15. The question then is whether the minutes, as drafted and placed before the meeting on July 3, 1963, could be altered as was done on that day. The alteration clearly was not of a minor or a clerical error but constituted a substantial change. Minutes of a meeting are recorded to safeguard against future disputes as to what had taken place thereat. They are a record of the fact that a meeting was held and of the decision taken thereat. Usually they are written up after the termination of the meeting, often from rough notes taken by the person who is to draft them and then are placed the next meeting for what is generally known as "confirmation",though they are placed for verification and not for confirmation. Indeed, there is no question of any confirmation at the next meeting of a decision already taken, for, a decision once taken does not require any confirmation. Accordingly, 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 earlier meeting had 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 minutes 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 properly held and convened and all proceedings had there to have been duly had and all appointments of directors, mangers or liquidates are deemed to be valid unless the contrary is proved. (cf. Halsburys Laws of England, 3rd ED., Vol. 6, P. 318).This is the position when minutes have been signed by the Chairman. After such signature they can be altered if found to be inaccurate or not in accord with what was actually decided. If that were not to be so, it would result in great hardship and inconvenience, for, however, inaccurate they are, they cannot be altered to bring them in conformity with the actual decision. (cf. Talbot, W. F., Company Meetings, (1951 Ed.), p. 82).This was precisely what was done at the meeting of July 3, 1963 and no objection to the course adopted then by the Chairman and the Syndicate could be validly taken particularly as none present then had raised any pretest against the alteration. The decision relied on by Mr. Jha in In re, Rotherham Alum and Chemical Company, (1883) 25 Ch D 103 is altogether on a different question and cannot be of any assistance. 16. Since the Vice-Chancellor was right in his understanding that what had been decided at the meeting of May 7, 1963 was not to accept the Commissions recommendation and since such refusal to accept meant under section 26 (4) that the matter should be sent back to the Commission for reconsideration, his action in asking the Commission to reconsider clearly fell under S. 26 (4) and could not be said to be unwarranted as the Chancellor ruled. Since that was actually the decision of the Syndicate, the Vice-Chancellor was bound to following it up by writing to the Commission to reconsider its recommendation. It is somewhat difficult to appreciate the Chancellors observation that that action was unwarranted as it was without the Syndicates sanction. Once the Syndicate had taken the decision of not accepting the recommendation, it was obligatory under section 26 (4) to refer back the matter to the Commission. The action taken by the Vice-Chancellor was consequential and required no further sanction of the Syndicate. Equally unsustainable was the view of the Chancellor that the alteration in the minutes on July 3, 1963 constituted a revision or a rescission of the earlier decision or that such revision or rescission could not be made before the expiry of six months as provided by the rule passed by the Syndicate in 1952. In our view the revised advertisement, the remission of the matter to the Commission, the recommendation of respondent 1 by the Commission and the proceedings of the Syndicates meeting of July 3, 1963 including the revision of the draft minutes were all in accordance with the provision of the Act and the University Statutes and therefore the Chancellor had no jurisdiction under Section 9 (4) of the Act to annul the decision of the Syndicate or the proceedings of the meeting of July 3, 1963.

Decision (1 = appeal accepted, 0 = rejected): 0

Explanation:
0[ds]The Chancellor, therefore, could not, on a wrong interpretation of the Statute, hold that the revised advertisement was a modification of that Statute, that it was, therefore, invalid, and that, therefore, he had the jurisdiction to nullify the Syndicates resolution of July 3, 1963 under Section 9 (4) of the Act. Section 9 (4) authorises the Chancellor to nullify the Syndicates resolution provided only if the Syndicates proceedings were not in conformity with the Act or the StatuteThe Chancellor, therefore, was in error in holding that the revised advertisement required his approval and that in the absence of such approval it was invalid or that the Commissions recommendation and the appointment by the Syndicate based thereon were bad in law on that account13. The second ground on which the Chancellor nullified the appointment was, in our view, equally unsustainable. Under section 26 (2), the Commission had to have the assistance of two experts in the subject for which an appointment was to be made. Clause (iii) of that sub-section provides that such experts "shall be associated" with the Commission, whose duty it shall be to give expert advice to the Commission but who shall have no right to vote. The Chancellor, in our opinion, read more in this sub-section than what it contains or requires. The sub-section merely requires that the two experts shall be "associated" with the Commission before it made its recommendation.It does not say that such association can only be their presence at the time of the interviews. If that were so, it was easy for the Legislature to provide that the expert or experts shall remain present at the time of the interviews. The benefit of experts advice can be had both by the experts remaining present at the time of the interviews and also by their advice communicated to the Commission by post or otherwise.There is nothing in cl. (iii) suggesting that only the first method was the one which was intended.On the contrary, the deliberate use of the word "associated" indicates that the Legislature thought that such advice could be made available by both the methods.The Legislature appears to have left the method of obtaining such advice to the Commission for it is possible that by making their presence at the interviews compulsory, the Commission might in conceivable cases lose the benefit of really competent experts residing at distant places, not to say of those outside the country.The denial of the right to vote to the experts has nothing to do with their having to be present or not.What is sought by the clause is that even if the experts happen to be present they cannot affect the decision of the Commission which is the exclusive decision of that body. The Chancellor clearly misinterpreted cl. (iii) of Section 26 (2) when he thought that the denial of the right to vote to the experts therein indicated that they were required to be present at the time of the interviews. Admittedly, the Commission, as required by cl. (iii), had the benefit of the advice of both the experts. The expiates were, therefore, "associated" with the Commission and consequently the requirements of that clause were fulfilled, despite of one of them not being present at the time of the interviews. The Chancellor was, therefore, in error when he held that the recommendation of the Commission was invalid, and, therefore, the appointment based on it was also invalidThe expiates were, therefore, "associated" with the Commission and consequently the requirements of that clause were fulfilled, despite of one of them not being present at the time of the interviews. The Chancellor was, therefore, in error when he held that the recommendation of the Commission was invalid, and, therefore, the appointment based on it was also invalidAs already stated, this position is borne out by the fact that thoughthere were present in that meeting as many as 16 members who had participated in the previous meeting none of them protested to the alteration in the minutes nor did any one of them say that the decision taken on May 7, 1963 was not one of refusal to accept the Commissions recommendation. Therefore, if the Syndicates decision was not to accept the Commissions recommendation it had to refer under section 26 (4) the matter back to the Commission, the words of sub-s. (4) of section 26 in that regard being mandatory.It seems that the Vice-Chancellor had also understood that the Syndicates decision of May 7, 1963 was not to accept the Commissions recommendation and it was because he had so understood that he got the Registrar on June 11, 1963 to refer the matter back to the CommissionAccordingly, 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 earlier meeting had 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 minutes 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 properly held and convened and all proceedings had there to have been duly had and all appointments of directors, mangers or liquidates are deemed to be valid unless the contrary is proved. (cf. Halsburys Laws of England, 3rd ED., Vol. 6, P. 318).This is the position when minutes have been signed by the Chairman. After such signature they can be altered if found to be inaccurate or not in accord with what was actually decided. If that were not to be so, it would result in great hardship and inconvenience, for, however, inaccurate they are, they cannot be altered to bring them in conformity with the actual decision. (cf. Talbot, W. F., Company Meetings, (1951 Ed.), p. 82).This was precisely what was done at the meeting of July 3, 1963 and no objection to the course adopted then by the Chairman and the Syndicate could be validly taken particularly as none present then had raised any pretest against the alteration. The decision relied on by Mr. Jha inIn re, Rotherham Alum and Chemical Company, (1883) 25 Ch D 103is altogether on a different question and cannot be of any assistance16. Since the Vice-Chancellor was right in his understanding that what had been decided at the meeting of May 7, 1963 was not to accept the Commissions recommendation and since such refusal to accept meant under section 26 (4) that the matter should be sent back to the Commission for reconsideration, his action in asking the Commission to reconsider clearly fell under S. 26 (4) and could not be said to be unwarranted as the Chancellor ruled. Since that was actually the decision of the Syndicate, the Vice-Chancellor was bound to following it up by writing to the Commission to reconsider its recommendation. It is somewhat difficult to appreciate the Chancellors observation that that action was unwarranted as it was without the Syndicates sanction. Once the Syndicate had taken the decision of not accepting the recommendation, it was obligatory under section 26 (4) to refer back the matter to the Commission. The action taken by the Vice-Chancellor was consequential and required no further sanction of the Syndicate. Equally unsustainable was the view of the Chancellor that the alteration in the minutes on July 3, 1963 constituted a revision or a rescission of the earlier decision or that such revision or rescission could not be made before the expiry of six months as provided by the rule passed by the Syndicate in 1952. In our view the revised advertisement, the remission of the matter to the Commission, the recommendation of respondent 1 by the Commission and the proceedings of the Syndicates meeting of July 3, 1963 including the revision of the draft minutes were all in accordance with the provision of the Act and the University Statutes and therefore the Chancellor had no jurisdiction under Section 9 (4) of the Act to annul the decision of the Syndicate or the proceedings of the meeting of July 3, 1963.