Rules Regarding Record of Minutes Under Sections 193 to 196 of Companies Act 1956

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)].

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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.

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

(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.