Section 118: Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
This section is for keeping a record of company meetings and resolutions, and ensuring their accuracy and authenticity.
Penalty
(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.
(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.
The section, clause by clause
What the section says
In plain terms
(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.
Every company must prepare and sign minutes of all general meetings, meetings of the Board of Directors, and resolutions passed by postal ballot within 30 days, and keep them in numbered books.
(2)The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
The minutes of each meeting must contain a fair and correct summary of the proceedings.
(3)All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.
All appointments made at meetings must be included in the minutes.
(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.
The minutes of Board of Directors or committee meetings must include the names of directors present and those dissenting from or not concurring with resolutions.
(5)There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
The Chairman can decide not to include matters in the minutes that are defamatory, irrelevant, or detrimental to the company.
(5)(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.
(6)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 sub-section (5).
The Chairman has absolute discretion over what to include or not include in the minutes.
(7)The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
The minutes are evidence of the proceedings recorded in them.
(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.
If minutes are kept correctly, meetings are deemed to have been duly called and held, and resolutions and appointments are deemed valid, until proven otherwise.
(9)No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.
No report of a general meeting can be circulated at the company's expense unless it includes the required matters from the minutes.
(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 (56 of 1980), and approved as such by the Central Government.
Companies must follow secretarial standards for general and Board meetings as specified by the Institute of Company Secretaries of India.
(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.
Failure to comply with this section can result in a penalty of 25,000 rupees for the company and 5,000 rupees for defaulting officers.
(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.
Tampering with meeting minutes can result in imprisonment for up to 2 years and a fine of at least 25,000 rupees but not more than 1 lakh rupees.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Clause (e) omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
- 2. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for “section 304” (w.e.f. 15-11-2016).
- 3. The word “and” omitted by Act 21 of 2015, s. 9 (w.e.f. 29-5-2015).
- 4. Ins. by s. 9, ibid. (w.e.f. 29-5-2015).
- 5. The “and” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
- 6. The proviso subs. by Act 29 of 2020, s. 22 (w.e.f. 22-1-2021).
This section refers to
Referred to by
Search the whole Act, or ask it a question, in the interactive browser.
Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.