. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
Section 118 of the Companies Act, 2013 deals with . Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot. 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 pre The Act came into force on 01 Apr 2014.
(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 (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 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.
Section 118, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
This section refers to
Referred to by 1
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Orbit Electricals Private Limited vs Vijay K. Chhabria, OTHERS
Court's Decision & Legal Precedent
The plaintiff relied on Section 118 and on M.S. Madhusoodhanan v. Kerala Kaumudi (P) Ltd. to argue that duly kept and confirmed board minutes are evidence of the proceedings recorded in them, and so proved a completed transfer of shares to a trust. The Court held that the agenda and minutes merely recorded that a letter and transfer deed had been placed for the Board's consideration and that the decision was deferred; against the weight of contrary material, they established no prima facie case of an executed transfer, and the interim injunction restraining voting on the shares was set aside.
On this section: Marks the limit of the evidentiary value Section 118 gives to minutes: minutes are evidence of what took place at the meeting, not proof of an underlying fact such as execution of a share transfer deed that the minutes only refer to.
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Mather, Platt (india) Ltd. vs Depe Global Shipping Agencies Pvt. Ltd.
Court's Decision & Legal Precedent
The petitioner objected under Article 227 that documents purporting to be minutes of meetings had been exhibited although they were not kept in consonance with Section 118 of the Companies Act, 2013. The Court declined to interfere, holding that the order exhibiting the documents had left all objections open and that the evidentiary value of such minutes is a question for the trial court at the appropriate stage.
On this section: Treats non-compliance with the manner of keeping minutes prescribed by Section 118 as going to the evidentiary weight of the minutes at trial rather than as a bar to their being taken on record.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Made under this section, and citing it
3 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 1 instrument names this provision in its title or its text without being made under it.
Questions about Section 118
What have the courts held on Section 118 of the Companies Act?
Orbit Electricals Private Limited vs Vijay K. Chhabria, OTHERS (15 Oct 2019) is the leading judgment on this section among those set out below: Marks the limit of the evidentiary value Section 118 gives to minutes: minutes are evidence of what took place at the meeting, not proof of an underlying fact such as execution of a share transfer deed that the minutes only refer to. Another 1 judgment on this section is set out below. They run from 2015 to 2019.
How do I find court cases under Section 118 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 118, section 118 Companies Act, section 118 of the Companies Act. People searching for it also type companies act 2013 section 118. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 2 reported judgments on this section are set out on this page, beginning with Orbit Electricals Private Limited vs Vijay K. Chhabria, OTHERS (15 Oct 2019).
What should I read with Section 118 of the Companies Act, and has it changed?
Its own text turns on Company Secretaries Act 3 (Incorporation of the Institute), so none of them can safely be read on its own. 1 other provision in this corpus refers back to it. The rules and notifications made under it are where it actually bites, and there are 3: most recently Companies (Management and Administration) Second Amendment Rules, 2015 (2015), then The Companies (Management and Administration) Amendment Rules, 2014 (2014), and 1 more.
When did Section 118 of the Companies Act come into force?
Section 118 of the Companies Act, cited as Companies Act 118, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.