# Minutes of Proceedings of Meetings (Sec 118)
## What are Minutes?
Minutes are the official written record of proceedings of every general meeting, Board meeting, committee meeting, and resolutions passed by postal ballot. They are the legally recognised evidence of what transpired in a meeting.
## Key Requirements
### 1. Compulsory Recording
Every company must prepare, sign and keep minutes of:
- General meetings (AGM/EGM)
- Meetings of creditors
- Board meetings
- Committee meetings
- Resolutions passed by postal ballot
### 2. Time Limit for Entry
Minutes must be entered in the minute book within 30 days of conclusion of the meeting.
### 3. Distinct Minute Books (Rule 25)
Separate minute books must be maintained for:
| Type of Meeting | Minute Book |
|---|---|
| General meetings | Separate book |
| Creditors' meetings | Separate book |
| Board meetings | Separate book |
| Committee meetings | Separate book |
### 4. Signing of Minutes
- Each page: Signed/initialled
- Last page: Dated and signed
| Type | Signed By |
|---|---|
| Board/Committee minutes | Chairman of same meeting OR next meeting |
| General meeting minutes | Chairman OR director authorised by Board |
| Postal ballot resolutions | Chairman of Board OR authorised director |
### 5. Place of Keeping
- General meeting minute books: Registered office (preserved permanently)
- Board/Committee minute books: Registered office OR another place decided by Board
## Reports of Meetings - Restriction
No document claiming to report proceedings of a general meeting can be circulated or advertised at company's expense unless it includes matters required by Sec 118 to be recorded in minutes.
## Secretarial Standards
- Secretarial Standards (SS-1 for Board, SS-2 for General Meetings) issued by ICSI and approved by CG must be followed.
- Exception: Not applicable to Specified IFSC Public/Private Companies.
## Penalties
| Default | Penalty |
|---|---|
| Company - non-compliance | ₹25,000 |
| Officer in default | ₹5,000 |
| Tampering with minutes | Imprisonment up to 2 years + Fine ₹25,000 to ₹1,00,000 |
## Postal Ballot Resolutions
A brief report must be entered including:
1. Resolution proposed
2. Voting result
3. Scrutinizer's report
## Exemption for Sec 8 Companies
Sec 118 does not apply to Sec 8 Companies, except:
- Minutes must be recorded within 30 days (if AOA permits confirmation by circulation).
- Exemption available only if company has not defaulted in filing financial statements (Sec 137) or Annual Return (Sec 92).