## Section 118 — Minutes of Proceedings of General Meetings, Meetings of Board and Other Meetings
### What are minutes?
Minutes are a fair and correct summary of the proceedings of a meeting, signed and kept as a permanent record. They are conclusive evidence of what transpired and are critical for compliance and audit purposes.
### Preparation & Signing — Statutory Timeline
Every company shall cause minutes of every general meeting, board meeting, every meeting of every committee of the Board, and every resolution passed by postal ballot to be prepared and signed in such manner as may be prescribed, and kept within 30 days of the conclusion of every such meeting concerned.
### Contents of Minutes — for Board / Committee meetings
Names of directors present at the meeting.
In case of resolutions passed at the meeting, names of the directors who dissented from or did not concur with the resolution.
### Matters NOT to be Included
The Chairperson has absolute discretion with respect to inclusion or exclusion from the minutes of any matter which, in his/her opinion, is:
1. Or could reasonably be regarded as defamatory of any person;
2. Irrelevant or immaterial to the proceedings; or
3. Detrimental to the interests of the company.
### Statutory Presumption (sub-sec. 8)
Where minutes have been kept in accordance with this section, then, until the contrary is proved, it shall be presumed that:
The meeting was duly called and held,
All proceedings were duly taken,
All appointments of directors, KMPs (Key Managerial Personnel), liquidators, etc. are valid, and
All resolutions passed at the meeting are valid.
This is a powerful legal presumption that effectively shifts the burden of proof to anyone challenging the proceedings.
### Minute Books — How to Keep
Distinct (separate) minute books must be maintained for:
General Meetings of members,
Board Meetings,
Committee Meetings,
Meetings of Creditors (e.g. under schemes of arrangement / winding-up),
Postal Ballot resolutions (recorded in the minute book of general meetings — deemed to be passed at a GM).
Each page of every minute book shall be initialled or signed, and the last page of each record of proceedings shall be dated and signed by:
The Chairman of the same meeting within the said 30-day period, OR
The Chairman of the next succeeding meeting.
### Postal Ballot — Special Inclusion in Minutes
Where a resolution is passed by postal ballot, the minutes shall include:
The resolution proposed;
The result of the voting (votes for, against, invalid);
A summary of the scrutinizer's report.
### Secretarial Standards
Every company shall observe Secretarial Standards (SS-1 for Board meetings, SS-2 for General meetings) issued by ICSI and approved by the Central Government — under Section 118(10).
### Quick Recap Grid
Item
Position
Time limit to prepare and sign minutes
30 days from conclusion
Books to be maintained
Separate for each type — GM, BM, Committee, Creditors
Postal Ballot resolution recorded in
Minute book of GM (deemed GM)
Chairperson's power on inclusion
Absolute (re: defamatory/irrelevant/detrimental)
Statutory presumption
Meeting duly held + proceedings + appointments + resolutions valid
Signing of last page
Chair of same or next succeeding meeting
Worked example
### Example 1
Example — Time limit for minutes
ABC Ltd. holds its AGM on 1st August. By when must the minutes be prepared and signed?
Solution: Within 30 days of the conclusion of the meeting — i.e. by 31st August. The minutes must be entered in the minute book, with consecutively numbered pages, each page initialled/signed, and the last page dated and signed by the Chairman (or Chairman of the next succeeding meeting).
### Example 2
Example — Chairperson omitting defamatory remark
During an AGM, a shareholder makes a personal allegation against the CFO that, in the Chair's opinion, is defamatory and unrelated to the resolution being discussed.
Solution: Under Section 118(5), the Chairperson has absolute discretion to exclude such remarks from the minutes on grounds of being defamatory, irrelevant, or detrimental. The decision cannot be lightly challenged.
### Example 3
Example — Postal ballot result
MNO Ltd. passes a resolution by postal ballot on 10th June.
Solution: The result must be recorded in the minute book of General Meetings (it is deemed to be passed at a GM). The minutes shall include the resolution proposed, the result of the voting (votes for/against/invalid), and a summary of the scrutinizer's report. The entry must be made within 30 days from the declaration of the result.
### Example 4
Example — Dissenting directors
At a Board Meeting of XYZ Ltd., a resolution to approve a related party transaction is passed by 5 votes to 2. The minutes record only the approval and not the two dissenters.
Solution: This is non-compliant. Section 118(4) requires that the minutes specifically record the names of directors who dissented from, or did not concur with, the resolution. The CS must update the draft minutes before signing.
⚠️ Common exam mistakes
Maintaining a single minute book for all types of meetings — distinct books must be kept for GM, Board, Committee, and Creditors.
Missing the 30-day deadline for preparation and signing of minutes.
Recording postal ballot results in a separate book — they must go into the GM minute book (since the resolution is deemed to be passed at a GM).
Failing to record names of dissenting directors at Board meetings — this is a specific Section 118(4) requirement.
Including defamatory or irrelevant content in minutes — the Chairperson's absolute discretion under 118(5) must be used to omit such matter.
Forgetting that compliance with Section 118 creates a STATUTORY PRESUMPTION that the meeting was duly held and proceedings/appointments/resolutions are valid.
Bare-Act text Section 118 · Companies Act, 2013 · click to expand
Section 118 — Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
(1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(3) All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain— (a) the names of the directors present at the meeting; and (b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,— (a) is or could reasonably be regarded as defamatory of any person; or (b) is irrelevant or immaterial to the proceedings; or (c) is detrimental to the interests of the company. The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this sub-section.
(7) The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Where the minutes have been kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(10) Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.
(12) If a company is in default 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.