f corporate governance had a memory, minutes of meetings would be it. Section 118 of the Companies Act, 2013 exists to ensure that every important discussion, disagreement, and decision taken inside a company is properly recorded, preserved, & legally recognised. This provision doesn’t care whether it’s a massive listed entity or a closely held private company—every company shall cause minutes of the proceedings of every general meeting and other meetings to be documented in a structured & formal way.
This section may sound administrative, but in reality, it is powerful. Courts rely on minutes. Regulators inspect them. Shareholders demand them. When disputes arise, these records often decide who was right & who wasn’t. That’s why Section 118 treats minutes not as paperwork, but as legal evidence of proceedings.
What Section 118 of the Companies Act Covers
Basically, Section 118 is all about the corporate meetings’ minutes & the imposed standards are such, that no company will be able to simply disregard them. One of the requirements of the law is that the minutes should be:
- Accurate
- Complete
- Timely
- Properly signed
- Securely maintained
Essentially, Section 118 deals with the minutes of the corporate meetings and the set standards are of such a nature that no company will be able to take them lightly. The law stipulates that the minutes must .
Meetings Covered Under Section 118
The scope of minutes of proceedings in company meetings is wide. Section 118 applies to:
- General Meetings (AGM & EGM)
- Board Meetings
- Committee Meetings (Audit Committee, NRC, etc.)
- Postal Ballots
This ensures that no decision—big or small—escapes documentation. Whether directors approve a loan or shareholders reject a proposal, the record must reflect exactly what happened.
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Timeline for Preparation of Minutes
One of the most critical requirements under Section 118 of the Companies Act, 2013 is time discipline.
- Minutes must be prepared within 30 days of the meeting'
- Delay beyond this period is treated as non-compliance
- Backdating or post-fact editing is strictly prohibited
This tight timeline ensures authenticity. The law assumes that the closer the record is to the event, the more reliable it becomes.
Signing and Authentication Rules
Minutes are not valid until they are authenticated. Section 118 requires that:
- Minutes of general meetings be signed by the Chairperson of the meeting
- Minutes of board meetings be signed by the Chairperson of that meeting or the next one
Unsigned minutes carry little legal weight. Signing confirms that the record reflects a true & fair summary of proceedings.
What Must Be Recorded in the Minutes
The law is very specific here. Minutes of proceedings in company meetings must include:
- Names of directors present'
- Attendance records
- Summary of discussions (not verbatim, but accurate)
- Decisions taken
- Dissenting opinions, if any
This is where many companies slip up. Silence in minutes does not mean agreement. If a director disagrees, it must be recorded clearly.
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Legal Value of Minutes Under Section 118
Minutes maintained under Section 118 are treated as prima facie evidence. That means courts and regulators presume them to be correct unless proven otherwise.
In real life, this translates into:
- Strong defence during regulatory scrutiny
- Clear evidence during shareholder disputes
- Protection for directors against allegations
Poorly maintained minutes, on the other hand, can seriously weaken a company’s position.
Penalties for Non-Compliance
The Companies Act doesn’t take this lightly. Failure to comply with Section 118 can result in:
- Monetary penalties on the company
- Personal liability for officers in default
- Increased scrutiny during audits or inspections
Even honest mistakes can be costly if records are missing or incomplete.
Storage and Preservation of Minutes
Minutes are not short-term records. Section 118 requires companies to:
- Maintain minutes permanently
- Store them safely (physical or electronic)
- Ensure they are not tampered with
Think of minutes as the company’s official diary—once written, it cannot be rewritten.
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A Practical, Human Take
Let's be real here. Majority of people would not wish to engage in the activity of minute-writing. It is full of details, takes a lot of time, and is, in most cases, forgotten. However, if there is a problem of any kind—fights at the boardroom, complaints from shareholders, letters from authorities—, those minutes are turning out to be invaluable. Section 118 is there exactly for such times.
Why Section 118 Matters More Than You Think
- It strengthens corporate governance
- It protects directors legally
- It builds trust with shareholders
- It keeps regulators satisfied
In short, it’s not optional compliance. It’s foundational discipline.
Conclusion
Section 118 of the Companies Act, 2013 requires the detailed preparation, the signing, and the upkeep of minutes of meetings of a company, embracing every general meeting, board meeting, committee meeting, and postal ballot. The legislation, by imposing due dates, standards of content, and punishments, is aimed at making the minutes of meetings in companies dependable legal proof. Firms that are negligent in this respect usually find out in a painful manner why it is that proper record-keeping is of great importance..
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