Minutes aren't a formality you write up when you find the time. Under Section 118 they're legal evidence of what was decided — so an unsigned, late, or sloppy minute can undo a perfectly good decision.
The core rules: enter minutes within 30 days, sign them properly, never alter them, keep them permanently.
During diligence on a funding round, the investor's lawyers ask for the minute book to verify that a past share allotment, an ESOP scheme and a few director appointments were validly approved. The decisions were real — but the minutes are unsigned, inconsistent with the MCA filings, and in one case entered months after the meeting. Suddenly the company looks careless, and each gap becomes a question to answer. Good decisions recorded badly look weak; that's the whole risk minutes carry.
Section 118 elevates minutes from housekeeping to evidence. Treating them that way is what protects every decision the board and members take.
BOTTOM LINE
- Time limit: Enter minutes in the minute book within 30 days of the meeting's conclusion.
- Signing: Board/committee minutes are signed by the chairman of that meeting (or the next); general-meeting minutes by the chairman within 30 days.
- Evidentiary value: Properly kept minutes are evidence of the proceedings — and they must never be altered, pasted over or left with blanks.
What minutes must contain
Governs this section: Section 118 & SS-1 / SS-2
Minutes are the formal written record of a meeting's proceedings. For each meeting they should capture the names of directors/members present and the mode of attendance (including the location of any VC participant), confirmation of quorum, the chairperson, the agenda items discussed, the resolutions passed, and any dissent or abstention. Separate minute books are maintained for board meetings, each committee, and general meetings.
The 30-day rule and signing
Governs this section: Section 118(1) & SS-1 / SS-2
Minutes must be entered in the minute book within 30 days of the conclusion of the meeting. Under the Secretarial Standards, draft minutes are typically circulated within 15 days and finalised within 30.
On signing: board and committee minutes are signed and dated by the chairman of that meeting or the chairman of the next meeting. General-meeting minutes are signed by the chairman of the same meeting within 30 days (or, if he can't, by a director authorised by the Board). Pages are consecutively numbered.
Why minutes are evidence
Governs this section: Section 118(7)
THE EVIDENTIARY POINT
Section 118(7) makes minutes that are kept in accordance with the section evidence of the proceedings recorded in them. Where minutes exist and are duly signed, the meeting is presumed to have been validly held and the decisions validly taken. That presumption is powerful — which is exactly why minutes must be accurate, and why investors and courts treat them as the authoritative record.
What you must not do
Governs this section: Section 118(5) & SS-1 / SS-2
Minutes must not be altered after signing. Nothing may be pasted or attached into the minute book, and no blank space should be left within or between entries (to prevent later insertion). The minutes must reflect a fair and correct summary of the proceedings — not a selective or sanitised version. Tampering with minutes is treated severely.
Where minutes are kept — and for how long
Governs this section: Section 118 & SS-1 / SS-2
The minute books are kept at the registered office and preserved permanently. They may be maintained in physical or electronic form (with appropriate safeguards and timestamping). Because they're permanent and evidentiary, they're among the first records pulled in any diligence, audit or dispute.
What does non-compliance cost?
Governs this section: Section 118(11) & 118(12)
PENALTY
Default in complying with Section 118 makes the company liable to ₹25,000 and every officer in default ₹5,000 (s.118(11)). Tampering is far more serious: under s.118(12), a person found guilty of altering or falsifying minutes faces imprisonment up to 2 years and a fine of ₹25,000 to ₹1 lakh.
Common mistakes
- Recording minutes late. Enter them within 30 days — not "before the next audit."
- Leaving minutes unsigned. Unsigned minutes undermine their evidentiary value.
- Inconsistency with MCA filings. Minutes that don't match PAS-3, DIR-12 or valuation records raise red flags.
- Leaving blank spaces or pasting documents in. Both are prohibited.
- Treating minutes as optional housekeeping. They're legal evidence; sloppiness is costly in diligence and disputes.
Checklist
- Draft minutes promptly (circulate within ~15 days under the standards).
- Record presence, mode/location of attendance, quorum, agenda, resolutions and any dissent.
- Enter them in the correct minute book within 30 days.
- Get them signed by the right chairman, with pages consecutively numbered.
- Never alter, paste into, or leave blanks in the minute book.
- Keep the minute books at the registered office, permanently, and reconcile against MCA filings.
FAQ
How soon must minutes be recorded? Within 30 days of the conclusion of the meeting, in the minute book.
Who signs board-meeting minutes? The chairman of that meeting, or the chairman of the next meeting.
Are minutes legal evidence? Yes. Under Section 118(7), properly kept minutes are evidence of the proceedings recorded in them.
Can minutes be altered after signing? No. Alteration is prohibited, and tampering can lead to imprisonment and a fine under Section 118(12).
How long must minutes be kept? Permanently, at the registered office.
Primary sources
- Section 118 (incl. 118(1), (5), (7), (11), (12)), Companies Act, 2013
- Rule 25, Companies (Management and Administration) Rules, 2014
- SS-1 and SS-2 (revised, 1 April 2024) — recording and signing of minutes
Disclaimer: This article is general information on a fast-changing area of company law, current at the time of writing. It is not legal or professional advice for any specific company. Verify the position against the live MCA rules and consult your company secretary.