Section 118 of Companies Act, 2013: Minutes of Meetings and Postal Ballot Resolutions
Section 118 of the Companies Act, 2013 governs the preparation, signing and preservation of minutes of general meetings, meetings of the Board of Directors and its committees, and resolutions passed by postal ballot. It also gives properly maintained minutes evidentiary value and requires compliance with applicable Secretarial Standards.
Updated: 17 September 2026
Meaning and scope of Section 118
The provision applies to minutes of every general meeting of any class of shareholders or creditors, every resolution passed by postal ballot, every meeting of the Board of Directors and every meeting of a committee of the Board. The minutes must be prepared, signed and kept in the prescribed manner.
| Requirement | Section 118 position |
|---|---|
| Time for entry | Within 30 days of conclusion of the meeting or passing of the postal ballot resolution. |
| Content | A fair and correct summary of proceedings and the appointments made at the meeting. |
| Board or committee meetings | Minutes must include names of directors present and names of directors dissenting from or not concurring with each resolution, where applicable. |
| Secretarial Standards | Compliance with applicable SS-1 and SS-2 specified by ICSI and approved by the Central Government is mandatory under Section 118(10). |
| Default | Company: penalty of Rs. 25,000; every officer in default: penalty of Rs. 5,000. |
| Tampering | Imprisonment up to two years and fine from Rs. 25,000 up to Rs. 1,00,000. |
Text and explanation of Section 118
Section 118(1) - Preparation and keeping of minutes. Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, every resolution passed by postal ballot, and every meeting of its Board of Directors or every committee of the Board to be prepared and signed in the prescribed manner and kept within thirty days of the conclusion of the meeting concerned, or passing of the postal ballot resolution, in books kept for that purpose with consecutively numbered pages.
Section 118(2) - Fair and correct summary. The minutes of each meeting must contain a fair and correct summary of the proceedings.
Section 118(3) - Appointments. All appointments made at any meeting covered by the section must be included in the minutes.
Section 118(4) - Additional particulars for Board and committee meetings. Minutes must state the names of directors present. For each resolution, they must also record the names of directors, if any, who dissented from or did not concur with the resolution.
Section 118(5) - Matters that may be excluded. Minutes shall not include any matter which, in the opinion of the Chairman, is or could reasonably be regarded as defamatory of any person, is irrelevant or immaterial to the proceedings, or is detrimental to the interests of the company.
Section 118(6) - Chairman's discretion. The Chairman has absolute discretion regarding inclusion or non-inclusion of a matter on the grounds specified in sub-section (5).
Section 118(7) - Evidentiary value. Minutes kept in accordance with Section 118 are evidence of the proceedings recorded in them.
Section 118(8) - Presumption where minutes are properly kept. Where minutes are maintained in accordance with sub-section (1), the meeting is presumed, until the contrary is proved, to have been duly called and held and its proceedings duly conducted. Postal ballot resolutions are likewise presumed to have been duly passed, and specified appointments are presumed valid.
Section 118(9) - Reports of general meeting proceedings. A document purporting to report the proceedings of a general meeting shall not be circulated or advertised at the company's expense unless it includes the matters that Section 118 requires the minutes to contain.
Section 118(10) - Secretarial Standards. Every company must observe Secretarial Standards relating to general meetings and Board meetings specified by the Institute of Company Secretaries of India under Section 3 of the Company Secretaries Act, 1980 and approved by the Central Government.
Section 118(11) - Penalty for default. For default in complying with Section 118 in respect of a meeting, the company is liable to a penalty of Rs. 25,000 and every officer of the company who is in default is liable to a penalty of Rs. 5,000.
Section 118(12) - Tampering with minutes. A person found guilty of tampering with the minutes of meeting proceedings is punishable with imprisonment for a term that may extend to two years and with a fine of not less than Rs. 25,000 but which may extend to Rs. 1,00,000.
Secretarial Standards under Section 118(10)
For practical compliance, Section 118 should be read with the applicable rules and Secretarial Standards. SS-1 deals with meetings of the Board of Directors, while SS-2 deals with general meetings. ICSI states that the revised SS-1 and SS-2, approved by the Central Government under Section 118(10), are effective from 1 April 2024.
These standards supplement the Act by prescribing detailed procedures concerning convening and conducting meetings, recording proceedings, preparation and finalisation of minutes, signing, entry in the minutes book, preservation and related compliance requirements.
Why properly maintained minutes matter
Minutes are not merely an internal record. Under sub-sections (7) and (8), minutes maintained in accordance with law have evidentiary significance and support statutory presumptions concerning the validity of meetings, proceedings, postal ballot resolutions and specified appointments. Companies should therefore ensure that minutes are accurate, timely, properly approved and protected from alteration or tampering.
Related provisions
Section 118 forms part of the statutory framework governing company meetings and should be read with the provisions on notice, quorum, voting, postal ballot, resolutions, inspection of minute books and maintenance of documents in electronic form. The related internal links in the sidebar provide the surrounding provisions.