Section 118 — Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting

and resolutions passed by postal ballot.—(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—

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).

(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, audi tors 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 mat ters 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 co nstituted under section 3 of the Company
Secretaries Act, 1980 (56 of 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