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.
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 ).
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.
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.
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.
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.
Legal Commentary & Landmark Judgments: Section 118
Section 118 governs the recording, signing, and evidentiary sanctity of minutes of general meetings and board meetings, mandating strict compliance with ICSI Secretarial Standards (SS-1 and SS-2).
Sub-section (11) imposes fines on default, while sub-section (12) prescribes up to two years imprisonment and fine for tampering with minutes.
Section 118(10) is a milestone reform that elevated ICSI Secretarial Standards (SS-1 and SS-2) from voluntary best practices into mandatory law. In corporate oppression and fraud litigation before the NCLT, the minute book is the primary battleground. Minutes signed in accordance with Section 118 carry a statutory presumption of validity under Section 118(8); however, any evidence of post-facto fabrication or non-compliance with SS-1 destroys this presumption.