# Minutes [Section 118]
## Contents — What Must Be Included
Minutes shall contain a fair and correct summary of the proceedings of the meeting.
For Board Meetings, minutes must also contain:
- Name of directors present at the meeting.
- For each resolution passed, the names of directors dissenting with the resolution.
## What Must NOT Be Included
The chairman has absolute discretion to exclude any matter that, in his opinion, is:
- Defamatory of any person,
- Irrelevant or immaterial to proceedings, or
- Detrimental to the interests of the company.
## Signing of Minutes
| Type of meeting | Signed by | Within |
|---|---|---|
| Board meeting / Committee of Board | Chairman of the meeting OR Chairman of the next succeeding meeting | — |
| General meeting | Chairman of that meeting (or director authorised by BOD on chairman's death/inability) | 30 days |
| Resolution by postal ballot | Chairman of BOD (or director authorised by BOD if no chairman / death / inability) | 30 days |
Each page of the minutes book is signed, and the last page is dated and signed.
## Maintenance of Minutes
- Distinct minute book for each type of meeting.
- Minutes of shareholder, creditor or Board meeting (and postal ballot resolutions) must be prepared, signed and entered in the minute books within 30 days of conclusion of the meeting.
- For postal ballot: brief report (including resolution proposed, voting result, and summary of scrutinizer's report) is entered in the general meeting minutes book within 30 days — as if it were passed at the general meeting.
- Properly maintained minutes = evidence of proceedings + meeting deemed duly called and held.
## Preservation and Custody
| Minutes Book | Where Kept | Custody |
|---|---|---|
| General Meeting | Registered office (mandatory) — preserved permanently | CS or director authorised by BOD |
| Board / Committee Meetings | Registered office OR place decided by BOD — preserved permanently | CS or director authorised by BOD |
## Punishment for Default
| Defaulter | Penalty |
|---|---|
| Company | ₹ 25,000 |
| Officer in default | ₹ 5,000 |
Tampering with minutes → Fine not less than ₹ 25,000, extendable up to ₹ 1 lakh AND imprisonment up to 2 years.
## Exemption
Section 118 does NOT apply to a Section 8 Company which has not committed default u/s 92 & 137 — except that minutes may be prepared within 30 days of conclusion of the meeting if AOA provides for confirmation of minutes by circulation.
## Key Memory Hook
"Minutes = corporate memory. Within 30 days, in distinct books, preserved forever. Chairman is gatekeeper of what stays out; tampering is a criminal offence."