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📚 Learn/ / Management & Administration
Microlesson · 5-min read

Penalty for Default and Tampering with Minutes (Sec 118)

# Penalty for Default & Tampering — Sec 118

## Default in complying with Sec 118 (Sec 118(11))

PersonPenalty
CompanyRs. 25,000
Every officer in defaultRs. 5,000

## Tampering with Minutes (Sec 118(12))

If a person is found guilty of tampering with the minutes of proceedings of meetings:

  • Imprisonment up to 2 years, AND
  • Fine of Rs. 25,000 to Rs. 1,00,000

(Note: This is a substantive criminal offence — both imprisonment and fine, not 'or'.)

## Section 8 Companies — Exemption

Section 8 companies are exempt from Sec 118, EXCEPT that:

  • Minutes must be recorded within 30 days of the conclusion of the meeting where:
  • Articles of the company provide for confirmation by circulation, OR
  • Resolutions are passed by circulation

## Quick Summary Table

OffencePunishment
General default under Sec 118Co: Rs. 25,000; OID: Rs. 5,000
Tampering with minutesImprisonment up to 2 years + fine Rs. 25,000 to Rs. 1,00,000

Worked example

### Example 1

Example: The Company Secretary of XYZ Ltd is found altering entries in the Board Meeting minute book to favour a particular director. What action can be taken?

Solution: Under Sec 118(12), tampering with minutes attracts imprisonment up to 2 years AND fine of Rs. 25,000 to Rs. 1,00,000. The CS is liable for criminal prosecution.

### Example 2

Example: ABC Section 8 Company holds a Board Meeting on 1st March. By what date must minutes be entered?

Solution: Section 8 companies are exempt from Sec 118 EXCEPT for the 30-day rule. Hence, minutes must be entered by 31st March (within 30 days).

⚠️ Common exam mistakes

  • Confusing penalty under 118(11) (only fine) with punishment under 118(12) (imprisonment + fine, both mandatory).
  • Assuming Section 8 companies have NO obligation regarding minutes — they are exempt only from most of Sec 118 but the 30-day recording requirement still applies.
  • Reading 'imprisonment OR fine' for tampering — it is 'AND'.
Bare-Act text Section 118(11) & (12) · Companies Act, 2013 · click to expand
Sec 118(11): If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees. Sec 118(12): If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.
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