Maintenance of Minutes Book — Section 118 Compliance Guide 2026

Legal Requirement for Minutes Book

Section 118(1) of the Companies Act, 2013 mandates: "Every company shall cause minutes of the proceedings of every general meeting of any class of members 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 in books maintained for that purpose." This creates a comprehensive record-keeping obligation — every formal corporate decision must be documented in the Minutes Book.

Types of Minutes Books

Companies must maintain SEPARATE Minutes Books for:

(a) Minutes of Board Meetings: Including all Board Committee meetings (Audit Committee, NRC, CSR Committee, Stakeholders Relationship Committee, Risk Management Committee, etc.)

(b) Minutes of General Meetings: Including AGM, EGM, class meetings (meetings of a specific class of shareholders), and creditors' meetings

(c) Resolutions Passed by Postal Ballot: Recorded along with the Scrutinizer's report and voting results

(d) Resolutions Passed by Circulation: Recorded in the Board Meeting Minutes Book with details of assent/dissent

Physical Minutes Book — Requirements

For physical (paper) Minutes Books: (a) must be a bound register — not loose-leaf sheets (to prevent tampering), (b) pages must be consecutively numbered — no page should be unnumbered, (c) each page must be initialed or signed by the Chairman at the time of entering the minutes, (d) the last page of each set of minutes must bear the full signature of the Chairman with the date of signing, (e) no blank pages between the minutes of two meetings — any unused portion of a page should be struck through, (f) minutes must be entered in ink or printed and pasted (with Chairman's initials on each pasted page), (g) the Minutes Book must be kept at the registered office of the company.

Electronic Minutes Book — Section 120

Section 120 read with Rule 27 of the Companies (Management and Administration) Rules, 2014 allows companies to maintain minutes in electronic form. Requirements: (a) the electronic records must be maintained in a secure manner ensuring integrity and protection against unauthorized access, (b) must be backed up regularly — at least once per day on servers physically located in India, (c) must be capable of being printed and made available for inspection, (d) must be authenticated using the Digital Signature Certificate (DSC) of the Chairman, (e) the security and integrity must be ensured as per the Information Technology Act, 2000 standards, (f) the electronic minutes must be tamper-proof — once entered and authenticated, they should not be modifiable (except through a documented amendment process with audit trail).

In practice: most companies still maintain physical Minutes Books — but electronic minutes are gaining acceptance, especially among tech companies and startups. The pandemic (2020-21) accelerated adoption of electronic minutes for VC meetings.

Timeline for Recording Minutes

Preservation of Minutes

Minutes must be preserved permanently — the Companies Act does not prescribe any time limit for destruction. Under Section 120 and general corporate governance principles: (a) all Minutes Books (physical and electronic) must be preserved for the entire life of the company and beyond (in case of winding up — preserved by the liquidator), (b) even after a company is dissolved: minutes may need to be preserved for tax, regulatory, or litigation purposes, (c) the company must ensure safe storage — fireproof cabinets for physical books, redundant backup for electronic records, (d) for companies undergoing M&A: minutes of the transferor company should be preserved by the transferee company.

Inspection Rights

Board Meeting Minutes — Directors Only: Directors have the right to inspect Board Meeting minutes during business hours at the registered office. Members (shareholders) CANNOT inspect Board Meeting minutes — they are confidential to the Board. However: in legal proceedings, courts/tribunals can order production of Board minutes.

General Meeting Minutes — All Members: Under Section 119: (a) any member can inspect minutes of general meetings during business hours — without charge, (b) any member can request copies — the company must provide copies within 7 days on payment of the prescribed fee (Rs. 10 per page), (c) extracts of minutes can also be provided — the member need not request the entire minutes, (d) for listed companies: minutes (excluding confidential items) should be uploaded on the company website within 30 days.

Creditor's Right: Under Rule 26: minutes of creditors' meetings are available for inspection by creditors — similar to members' rights for general meeting minutes.

Altering Minutes After Signing

Once minutes are signed by the Chairman: they should NOT be altered, modified, or amended. Any correction must be made through: (a) at the next Board Meeting — the correction is recorded as an agenda item: "Correction of minutes of the previous Board Meeting — Para X should read as [correct version] instead of [incorrect version]." The correction is adopted by the Board and recorded in the minutes of the current meeting, (b) the original minutes are NOT physically altered — the correction is by way of a supplementary record in the subsequent minutes, (c) scoring out or overwriting in the original Minutes Book is NOT permitted — it raises suspicion of tampering.

Minutes as Evidence

Under Section 118(7)-(8): (a) minutes signed by the Chairman are prima facie evidence of the proceedings — presumed correct unless proved otherwise, (b) if minutes are properly maintained: the meeting is deemed duly called, quorum was present, and all appointments are valid — unless the contrary is proved, (c) in court proceedings: properly maintained minutes are strong evidence supporting the company's position, (d) in NCLT proceedings (oppression, winding up): minutes are the primary documentary evidence of Board and shareholder decisions, (e) in tax proceedings: minutes supporting business decisions (RPT pricing, investment rationale) carry significant evidentiary value.

Common Compliance Issues

(a) Delayed preparation: Not preparing minutes within 15 days — loses freshness and accuracy, (b) Unsigned minutes: Chairman not signing within 30 days — creates a compliance gap, (c) Missing pages: Pages not consecutively numbered or pages missing — raises suspicion, (d) Loose-leaf minutes: Using unbound sheets instead of bound register — non-compliant, (e) No separate books: Recording Board and General Meeting minutes in the same book — must be separate, (f) Storing outside registered office: Minutes Book kept at a director's house or CS's office — must be at registered office, (g) Destruction of old minutes: Destroying minutes of old meetings — minutes must be preserved permanently.

Penalty for Non-Compliance

Section 118(11): the company and every officer in default: fine of Rs. 25,000 plus Rs. 5,000 per day of continuing default. "Officer in default" includes: the Company Secretary (as the officer primarily responsible for minutes), the Chairman, and any director who is aware of the non-compliance. Additionally: during ROC inspection (Section 206-207): if minutes are found to be improperly maintained, the ROC can initiate prosecution and may question all decisions recorded in those minutes.

Role of Company Secretary

The Company Secretary is primarily responsible for: (a) drafting minutes of all Board and General Meetings, (b) ensuring timely preparation within 15 days, (c) obtaining the Chairman's signature within 30 days, (d) maintaining the Minutes Book at the registered office, (e) preserving minutes permanently, (f) facilitating member inspection under Section 119, (g) providing certified extracts for regulatory filings, banking, and legal proceedings. For listed companies: the CS also ensures compliance with SEBI LODR requirements regarding meeting conduct and minutes recording.