According to section 193, every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of Directors or of every committee of the Board, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in Minute Books with their pages consecutively numbered.
Minute Books are statutory books, and are of three types:
(i) Shareholders’ Minute Books to record the proceedings of Shareholders’ Meetings.
ADVERTISEMENTS:
(ii) Directors’ Minute Books to record the proceedings of the Meetings of the Board of Directors.
(iii) Committees’ Minute Books to record the proceedings of the meetings of the committees appointed by the Board of Directors.
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As was held in the case of Hearts of Oak Insurance Co. Ltd. vs. Flower, 1935, the Minute Books should be in the form of a bound book and not loose sheets that can be removed or substituted. The Minutes recorded in the Minute Books have to be certified by the Chairman of the meeting concerned.
ADVERTISEMENTS:
In no case the minutes of proceedings of meetings shall be attached to any other book by pasting or otherwise.
The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified.
If default is made in complying with the provisions of this section, every officer of the company who is in default shall be punishable with fine which may extend to fifty rupees.