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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