Company Law and Practice · General Meetings

Minutes of General Meeting: Section 118, Inspection and Filing

Updated 11 October 2026 · Fact-checked

Minutes are the written record of what happened at a meeting. Section 118 of the Companies Act, 2013 requires a fair and correct summary, signed and entered in a paginated minute book within thirty days. Members can inspect general meeting minutes free under section 119. Filing of resolutions is a separate requirement, done with the Registrar.

Understand Minutes, Registers and Filing of Resolutions

A company acts through meetings. Minutes are the only proof of what was decided. Without them, a resolution is hard to prove and easy to dispute.

Section 118(1) says a company must prepare and sign minutes of every general meeting of any class of shareholders or creditors, every resolution passed by postal ballot, and every meeting of the Board or a committee. They must be kept in books with consecutively numbered pages, within thirty days of the conclusion of the meeting or the passing of the postal ballot resolution. The signing manner is as prescribed, and Secretarial Standard 2 (general meetings) and Secretarial Standard 1 (Board meetings) fill in the detail. Section 118(10) makes these standards, issued by ICSI and approved by the Central Government, binding on every company.

Content matters. Minutes must be a fair and correct summary of the proceedings, and all appointments made at the meeting must be included. For Board or committee meetings, they must also name the directors present and the directors dissenting from, or not concurring with, each resolution. The Chairman may leave out matter that is defamatory, irrelevant or immaterial, or detrimental to the company's interests, and has absolute discretion on these grounds.

Minutes kept properly are evidence of the proceedings recorded. Until the contrary is proved, the meeting is deemed duly called and held, proceedings duly taken place, postal ballot resolutions duly passed, and appointments of directors, KMP, auditors or company secretary in practice valid. This presumption is rebuttable. A report of a general meeting must not be circulated or advertised at company expense unless it includes the matters required in minutes.

Section 119 gives members access. Minute books of general meetings and postal ballots must be kept at the registered office and be open to members free of charge during business hours, with at least two hours on each business day. A member can ask for a copy and must get it within seven working days on payment of the prescribed fee. Board minutes are not covered by this member right. Filing of resolutions with the Registrar (such as Form MGT-14 for special resolutions and certain Board resolutions) comes from section 117, which is not in the text supplied here, so apply it as a rule rather than by section number.

Key rules to remember

Time to record minutes (s.118(1)): Minutes entered in the minute book within 30 days of the end of the meeting or postal ballot resolution; Pages must be consecutively numbered. Applies to general, class, creditors', Board and committee meetings.
Content of minutes (s.118(2)-(4)): Fair and correct summary + all appointments + (Board/committee only) directors present and dissenters for each resolution; Names of dissenting directors are required only for Board and committee meetings.
Matters the Chairman may exclude (s.118(5)-(6)): Defamatory OR irrelevant/immaterial OR detrimental to the company's interests; Absolute discretion, but only on these three grounds.
Evidentiary value (s.118(7)-(8)): Properly kept minutes = evidence; meeting deemed duly held until contrary is proved; The presumption is rebuttable, not conclusive.
Inspection and copies (s.119): Kept at registered office; free inspection by members; minimum 2 hours per business day; copy within 7 working days on fee; Applies to general meeting and postal ballot minutes.
Penalty for default (s.118(11)): Company ₹25,000; every officer in default ₹5,000; Section 119(3) imposes the same amounts for refused inspection or copy not given in time, for each refusal or default.
Tampering with minutes (s.118(12)): Imprisonment up to 2 years and fine ₹25,000 to ₹1,00,000; Both imprisonment and fine apply.
One Person Company (s.122): Member's resolution entered in the minute book under s.118, signed and dated by member; that date is the date of the meeting; A sole director's Board resolution is treated the same way.

How to solve Minutes, Registers and Filing of Resolutions questions

Use this order for any question on minutes, inspection or filing. It matches the ICSI answer style: provision, facts, conclusion.

1Identify the type of meeting or resolution: general, class, postal ballot, Board, committee, or One Person Company.
2State the rule: section 118 for preparing, signing and keeping minutes; section 119 for inspection of general meeting minutes.
3Check the timeline in the facts: 30 days for entering minutes, 7 working days for copies.
4Check the content: fair and correct summary, appointments, and for Board meetings the attendance and dissent.
5Test any omission or alteration: was the Chairman excluding matter on one of the three permitted grounds?
6Apply the evidence rule: properly kept minutes give a rebuttable presumption of valid meeting and appointments.
7Add the consequence: penalty of ₹25,000 on the company and ₹5,000 on each officer in default, or the tampering punishment.
8Conclude clearly in one sentence, naming the section.

Quickest way: Three-question check

When to use it: Use for short-answer or case-based questions when time is tight.

Which meeting? That decides whether section 119 member inspection applies (general meetings and postal ballot only).
Which time limit is in the facts? Compare 30 days or 7 working days with what the question says.
Which consequence? Pick the penalty or the evidence presumption, and write the section number with it.

Common mistakes in Minutes, Registers and Filing of Resolutions

Saying members can inspect Board meeting minutes under section 119.
Students merge sections 118 and 119 because both deal with minutes.
Fix: Section 119 covers only minute books of general meetings and postal ballot resolutions. Remember: member inspection means general meetings.
Writing that minutes must be signed within 30 days and stopping there.
Students recall the 30 days but not what it attaches to.
Fix: Say minutes must be prepared, signed as prescribed and kept in the minute book within 30 days of the meeting or postal ballot resolution.
Treating minutes as conclusive proof of the meeting.
The word 'evidence' is read as final.
Fix: Section 118(8) says 'until the contrary is proved'. The presumption can be rebutted.
Giving the Chairman unlimited power to omit anything from minutes.
The words 'absolute discretion' are remembered without the grounds.
Fix: The discretion applies only to defamatory, irrelevant or immaterial, or detrimental matter.
Mixing up the penalty amounts, such as ₹5,000 for the company.
The two amounts are close and easy to swap.
Fix: Company ₹25,000; each officer in default ₹5,000. Tampering is a criminal offence with a separate, higher punishment.
Forgetting that minutes must record names of dissenting directors in Board meetings.
Students focus on general meetings.
Fix: For Board and committee meetings, record attendees and, for each resolution, any dissenting or non-concurring directors.

Worked examples

Example 1

A member of Sundaram Textiles Ltd. asks in writing for a copy of the minutes of the last annual general meeting. The company supplies the copy after twelve working days and says it will not allow inspection of the minute book except for one hour a day. Advise the company on the legal position.

Show the solution

Provision: under section 119(1), minute books of general meetings must be kept at the registered office and be open to members for inspection during business hours without charge, subject to reasonable restrictions, but not less than two hours in each business day must be allowed.
Under section 119(2), a member is entitled to a copy within seven working days of the request, on payment of the prescribed fee.
Facts: the copy was given after twelve working days, which exceeds seven. Inspection was limited to one hour a day, which is below the two-hour minimum.
Consequence: under section 119(3), the company is liable to a penalty of ₹25,000 and every officer in default to ₹5,000 for each such refusal or default. The Tribunal may also direct immediate inspection or that the copy be sent forthwith, under section 119(4).

Answer: The company has defaulted on both counts. The copy was late and the inspection window was too short. The company faces ₹25,000 and each officer in default ₹5,000 for each default, and the Tribunal can order immediate inspection or supply.

Example 2

At a Board meeting of Kaveri Infra Ltd., a resolution was passed with director Mr. Rao voting against it. The Chairman directs the Company Secretary not to record Mr. Rao's dissent because it is embarrassing. Is this permissible?

Show the solution

Provision: section 118(4) requires Board minutes to contain the names of directors present and, for each resolution, the names of directors, if any, dissenting from or not concurring with it.
The Chairman's discretion under section 118(5) and (6) applies only where the matter is defamatory, irrelevant or immaterial, or detrimental to the company's interests.
Analysis: recording a dissent is a mandatory content requirement, not an optional matter. Embarrassment is not one of the three grounds.
Consequence: if the minutes omit it, the company is liable to ₹25,000 and each officer in default to ₹5,000 under section 118(11). Deliberately altering the minutes would be tampering under section 118(12), punishable with imprisonment up to two years and a fine of ₹25,000 to ₹1,00,000.

Answer: The direction is not permissible. Mr. Rao's dissent must be recorded. Omitting it breaches section 118(4) and attracts penalty, and tampering would attract imprisonment and fine.

Exam tips

Write the section number with every rule. ICSI answers reward the provision first, then facts, then conclusion.
Learn the numbers as pairs: 30 days (recording), 2 hours a day and 7 working days (inspection), ₹25,000 and ₹5,000 (penalty).
Keep general meeting and Board meeting rules apart. Dissent recording is Board only; member inspection is general meetings only.
Mention Secretarial Standards, SS-1 for Board meetings and SS-2 for general meetings, and that section 118(10) makes them mandatory.
For filing, state that special resolutions and certain other resolutions go to the Registrar in the prescribed form, usually MGT-14, and apply the rule to the facts.

Practice questions from General Meetings

Minutes, Registers and Filing of Resolutions in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Minutes, Registers and Filing of Resolutions: frequently asked questions

Within how many days must minutes be entered in the minute book?

Within thirty days of the conclusion of the meeting, or of the passing of a resolution by postal ballot. The minute book must have consecutively numbered pages.

Can a member inspect Board meeting minutes under section 119?

No. Section 119 gives members the right to inspect minute books of general meetings and postal ballot resolutions. Board minutes are not covered by that right.

Are minutes conclusive proof of a meeting?

No. Properly kept minutes are evidence, and the meeting is deemed duly called and held until the contrary is proved. The presumption can be rebutted.

How are minutes kept in a One Person Company?

Under section 122, the member's resolution is communicated to the company and entered in the minute book under section 118, signed and dated by the member. That date is deemed the date of the meeting. A sole director's resolution is treated the same way.