# Minutes of Meetings (Sec 118 & Rule 25)
## 1. Preparation & Time Limit
Every company must prepare, sign and keep minutes of:
- General meetings of shareholders/creditors (incl. requisitionists' meetings)
- Postal ballot resolutions
- Board meetings and Committee meetings
Timeline: Within 30 days of meeting/resolution, in books with consecutively numbered pages.
Specified IFSC companies: Minutes of Board/Committee meetings must be signed at or before the next meeting.
## 2. Contents of Minutes
Minutes must contain a fair and correct summary and:
- All appointments made at the meeting.
- For Board/Committee meetings: names of directors present and dissenting/not-concurring.
## 3. Exclusions — Chairperson's Discretion
May exclude matters which are:
- Defamatory
- Irrelevant / immaterial
- Detrimental to company interests
The Chairperson has absolute discretion.
## 4. Legal Presumptions
Where properly kept, minutes are:
- Evidence of proceedings.
- Meeting & resolutions presumed validly held.
- All appointments deemed valid.
## 5. Prohibition on Circulating Reports
No report of general-meeting proceedings shall be circulated/advertised at company's expense unless it contains all matters required to be in the minutes.
## 6. Secretarial Standards
Follow ICSI SS-1 (Board) and SS-2 (General Meetings), approved by CG. Not applicable to Specified IFSC Public/Private Companies.
## 7. Penalty for Non-Compliance
| Party | Penalty |
|---|---|
| Company | ₹25,000 |
| Officer in default | ₹5,000 |
| Tampering with minutes | Imprisonment up to 2 years + fine ₹25,000 to ₹1,00,000 |
## 8. Rule 25 — Procedure for Maintenance
- Maintain distinct minute books: general meetings | creditors' meetings | Board | Committee.
- Entries within 30 days.
- Postal ballot: brief report incl. resolution, voting result, scrutinizer's report.
- Signing:
- Each page signed/initialled; last page dated and signed.
- Board/Committee → Chairperson of meeting OR next meeting's Chairperson.
- General meeting → Chairperson OR Board-authorised director.
- Postal ballot → Chairperson of Board OR authorised director.
- General meeting minutes → at registered office and preserved permanently.
- Board/Committee minutes → at registered office or other Board-decided place.
## 9. Exemption for Section 8 Companies
Sec 118 does NOT apply to Sec 8 companies, EXCEPT 30-day recording rule, especially if AoA allows confirmation by circulation. Exemption applies only if no default in Sec 137 (FS) or Sec 92 (Annual Return) filings.