“Minutes” means the written record of the proceedings of a meeting. Minutes are the evidence of the correct record of the decisions of a meeting. Sections 193 to 196 provide the following rules regarding recording of the minutes:
1. Every company shall cause minutes of all the proceedings of every general meeting, to be kept by making, within 30 days of the conclusion of every such meeting with entries thereof in bound books kept for that purpose with their pages consecutively numbered.
Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the chairman of the same meeting within the period of 30 days or in the event of death or inability of the chairman within that period, by a director duly authorised by the Board for the purpose.
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In no case the minutes of proceedings of a meeting shall be attached to any such book by pasting or otherwise [Sec. 193 (1-B)].
2. The minutes of each meeting shall contain a fair and correct summary of the proceedings [Sec. 193 (2)].
3. Recording of the minutes should begin with the name, date, time and place of the meeting and the persons who had attended the meeting in their respective capacities as members, directors, auditors etc.
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4. All appointment of officers made at any of the meetings shall be included in the minutes of the meeting [Sec. 193 (3)].
5. The minutes should not contain such matters which in the opinion of the chairman of the meeting—
(a) Is or could reasonably be regarded as defamatory of any person;
(b) Is irrelevant or immaterial to the proceedings, or
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(c) Is detrimental to the interests of the company.
The chairman has an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified above.
6. If a default is made in complying with these provisions in respect of any meeting, the company and every officer of the company, who is in default, shall be punishable with fine which may extend to Rs. 500.
Minutes of meetings kept in accordance with provisions of section 193 shall be the evidence of the proceedings recorded therein (Sec. 194). They shall also be a proof of this fact, unless contrary is proved. All appointments of directors or liquidators made at such a meeting shall be deemed to be valid (Sec. 195).
The minute’s book containing the proceedings of general meetings shall be kept open for inspection for at least 2 hours at the registered office of the company. Every member shall be entitled to inspect it, free of cost during normal business hours.
He is also entitled to be furnished, within 7 days after he has made a request on that behalf to the company, with the copy of any minutes on payment of prescribed fee. In case of default, the company and every officer of the company who is in default shall be punishable with fine which may extend to Rs. 5,000.