Preparation of Minutes under Companies Act

‘Minutes’ have been defined as the written record of the business done at a meeting. The minutes comprise the official record of the proceedings and decisions of a meeting. They constitute a clear, concise, accurate and permanent record of the decisions and actions of a constituted body. Once approved and signed by the chairman, they are acceptable as evidence of the proceedings in a court of law.

Provisions of the Companies Act regarding Minutes

Section 193 of the Companies Act makes it obligatory for every company to maintain minutes of the proceedings of every general meeting and meetings of the Board of Directors and its Committee. It has also been laid down that minutes of company meetings kept in accordance with the provisions of this section will be recognized as evidence of the proceedings recorded therein. Entries must be made in the minutes book within thirty days of the conclusion of such meetings and the pages of the minutes book must be consecutively numbered.

The minutes of each meeting must contain a fair and correct summary of the proceedings. In the case of Board meeting, the names of the directors present and those dissenting in any resolution must also be mentioned in the minutes.

The minutes need not include any matter which, in the opinion of the chairman, is or may be considered to be defamatory or irrelevant or immaterial or is detrimental to the interests of the company. The chairman will have absolute discretion in deciding whether any matter should or should not be included on the above grounds.

Each page of every minutes book must be initialed or signed and the last page of the book must be dated and signed by the Chairman of the same meeting.

Any default in complying with these provisions will make the company, and every officer of the company in default, liable to fine as per the provisions of the Act.

Sec.196 of the Companies Act provides that the minutes of the proceedings of every general meeting of the company must be kept at the registered office of the company and must remain open for inspection by any member, free of charge, subject to any reasonable restrictions that the company may impose by its Articles or in general meeting.

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