Importance of Minutes Book under Companies Act, 1956

Every Company is required to keep the proceedings of the meetings of Members, Directors and committees thereof. Records of meetings and business done at meetings are generally known as “minute book”. Section 194 of Companies Act, 1956 provides that minutes of the meetings shall be the evidence of the proceedings recorded therein and section 195 confirms that such  minutes presume that the meeting was duly called and held and all proceedings there at have taken place and all appointments of directors and liquidators made at the meetings are valid.
Section 193 to 196 of Companies Act, 1956 deals with minutes book. These Sections are applicable to all Board, General and Committee meetings.
Minutes book should contain
1.	Names of directors present at the meeting
2.	Names of directors absent and who asked for the grant of leave of absence
3.	Names of directors  dissenting from or not concurring the resolution under respective items
4.	Details of notices given by directors regarding their directorship and shareholdings in other Companies as per Section 299(3) of the Act.
5	Details of appointments of officers made at the Board Meeting.
6.	Fact of unanimity of decisions of directors as contemplated in Sections 376, 372 and 386.
Important points:
1.	Minutes book should be kept at the Registered Office of the Company.
2.	Minutes books preferably kept in bound (not insisting).
3.	The pages of minutes book should be consecutively numbered.
4.	There should be initial or signature in every page and last page should be signed and dated.
5.	It should not be in shape of attached or pasted sheets.
6.	Minutes should contain a fair and correct summary of the proceedings.
7.	Members have right to inspect and get copies of minutes of General meetings.
8.	Minutes of Board proceedings are not available for shareholders.
9.	Minutes of the meeting should be recorded within 30 days and signed either by the Chairman of the Meeting or by the Chairman of the next meeting.
10.	There is no legal requirement of obtaining confirmation of the Board Meeting in the succeeding Meeting.
11.	Chairman of the meeting has the full authority to approve the minutes of the meeting.
12.	The Chairman may exclude from the minutes any matter which is defamatory, irrelevant or immaterial or immaterial or which are detrimental to the interests of the Company. This discretion of the Chairman is absolute.
Case study:
Minutes of meetings kept in accordance with the provisions of Section 193 of Companies Act, 1956, shall be evidence of the proceedings recorded therein. They are, however, only prima facie evidence and as such are refutable.
Kern. John Mottram Limited(1940)
…The minutes book created the presumption that the meeting of Board of Directors was duly called and held and all the proceedings at the meeting took place duly in accordance with the requirements of the Act.
M S Madhusoodanan v. Kerala Kaumudi P Limited(2003)
When a question arises as to whether a person is in law a Director of a Company, the minutes books and returns sent to Registrar of Companies are important evidences, rather than the fact that a person was de facto functioning as Director.
The Supreme Court in Ram Autar Jalan v. Coal Products P Limited (1970)