Section 118 of the Companies Act, 2013
Section 118 of the Companies Act, 2013 – Minutes of Proceedings of General Meeting, Meeting of Board of Directors and Other Meetings and Resolutions Passed by Postal Ballot
🔹 Key Provisions of Section 118:
1. Maintenance of Minutes [Sub-section (1)]:
Every company shall prepare and sign minutes of:
Proceedings of general meetings (including postal ballot),
Meetings of the Board of Directors,
Meetings of various committees of the Board.
✅ Time limit: Minutes must be entered within 30 days of the conclusion of the meeting.
2. Signing and Maintenance:
Minutes must be signed by:
Chairperson of the meeting or
Chairperson of the next meeting.
Maintained at the registered office and kept in books with pages consecutively numbered.
3. Presumption of Accuracy:
Minutes kept in accordance with the Act shall be evidence of the proceedings.
The meeting is deemed to have been duly called and held, and all proceedings to be valid.
4. Secretarial Standards [Sub-section (10)]:
Every company (except OPC) shall observe Secretarial Standards with respect to:
General Meetings (SS-2),
Board Meetings (SS-1),
5. Penalty Provisions:
If a person tamper with the minutes book:
Imprisonment up to 2 years,
Fine: ₹25,000 to ₹1,00,000,
Or both.
📌 Purpose of Section 118:
To ensure transparency, proper documentation, and accountability in the internal governance of a company.
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