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—
(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 noninclusion
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, 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.