Minutes of Meetings (Section 118)

# Minutes of Meetings

## Obligation to Maintain Minutes [Section 118(1)]

Every company shall prepare, sign and keep minutes of:

• Every general meeting (including class meetings, creditors' meetings, requisitionists' meetings);
• Every resolution passed by postal ballot;
• Every Board meeting or meeting of a committee of the Board.

Timeline: Within 30 days of conclusion of the meeting (or passing of the postal ballot resolution).

Format: In books kept for that purpose, with pages consecutively numbered.

## Content for Board / Committee Meetings

Minutes shall also contain:

• The names of directors present at the meeting; and
• For each resolution passed — the names of directors dissenting from or not concurring with the resolution.

## Items the Chairman May Exclude

No matter shall be included in minutes which, in the absolute discretion of the Chairman:

• Is or could reasonably be regarded as defamatory of any person;
• Is irrelevant or immaterial to the proceedings;
• Is detrimental to the interests of the company.

## Evidentiary Value

• Minutes kept under Section 118 serve as evidence of proceedings.
• Until contrary is proved, the meeting is deemed duly called and held, all proceedings duly taken place, postal ballot resolutions duly passed, and all appointments (directors, KMP, auditors, CS in practice) are deemed valid.

## Restriction on Circulation

No document purporting to be a report of proceedings of any general meeting shall be circulated/advertised at company's expense unless it includes the matters required by Section 118 to be contained in the minutes.

## Secretarial Standards [Section 118(10)]

Every company shall observe Secretarial Standards with respect to general and Board meetings, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

• SS-1: Meetings of the Board.
• SS-2: General Meetings.

## Penalties