Record the actual proceedings within the governing framework
Section 118 of the Companies Act, 2013 covers minutes of the specified general, Board and committee meetings and postal-ballot resolutions. It requires preparation/signing in the prescribed manner and keeping within thirty days in consecutively numbered books. Rule 25 specifies entry with the entry date within thirty days. This guide assumes a company and meeting subject to those ordinary provisions; check class-specific exemptions, modifications and applicable approved Secretarial Standards separately.
Maintain the correct books
Rule 25 requires distinct books for member general meetings, creditor meetings, Board meetings and each Board committee. Postal-ballot resolutions belong in the general-meeting book, with the stated report including the proposed resolution, voting result and scrutinizer-summary information. One chronological miscellaneous file for all meeting types is not the prescribed distinct-book structure.
A fair summary must preserve material facts
Section 118 requires a fair and correct summary and inclusion of appointments. Board/committee minutes also include directors present and names of directors dissenting or not concurring with each passed resolution. Do not replace an actual dissent with a unanimous approval merely because the final decision carried. Attendance and voting evidence should support the wording, without minutes inventing a quorum or voting result.
Respect the statutory exclusion discretion
The chairman's discretion concerns matters on the subsection (5) grounds, including defamatory, irrelevant/immaterial or detrimental material. It is not a general licence to omit required appointments or turn the actual result into a different one. Resolve accuracy concerns before entry and preserve the evidence supporting the final record. Minutes kept according to the provision have its stated evidentiary effect, which is not an absolute bar to contrary proof.
Signing is not identical for every meeting type
Rule 25 states page initialling/signing and last-page dating/signing requirements. Board/committee minutes use the chairman of that meeting or the next succeeding meeting. General-meeting minutes use that meeting's chairman within the stated period, with the specified authorised-director route for death or inability. Postal-ballot reports have their own chairman/authorised-director route. Do not transfer the Board signing alternative indiscriminately to a general meeting.
Preserve the permanent record and related compliance
Rule 25 requires permanent preservation of the stated minute books with the specified custody and location arrangements. A recording or circulated draft is supporting material, not an automatic substitute for entry and signatures. Section 118(10) brings in approved Secretarial Standards for general and Board meetings; this article does not replace their detailed circulation and signing requirements. AGM reporting and resolution filings are separate obligations. Calendar models below assume ordinary counting from the following day, no special relief and no disputed conclusion date.
Framework checked on 26 October 2026. Read the primary provisions.
Read rule 25 in the official court-hosted rules compilation.
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: April meeting
A meeting concludes on 10 April 2026. Thirty days from the next-day counting model gives 10 May 2026 for the entry-period endpoint. A draft alone is not the completed entry.
Illustrative example 2: Month-end meeting
A general meeting concludes on 31 May 2026. Thirty days later is 30 June 2026, not a same-numbered date in the next month.
Illustrative example 3: Postal-ballot resolution
A resolution is passed by postal ballot on 30 June 2026. The stated thirty-day model gives 30 July 2026 for entry of the required report; do not use a different internal email date.
Illustrative example 4: Late-entry gap
For the 10 April model, an actual entry dated 12 May is 32 days after conclusion, two days beyond the thirty-day endpoint. Keep the true entry date rather than backdating it to 10 May.
Illustrative example 5: Consecutive pages
A meeting record occupies pages 12 through 20 inclusive: nine pages. If page 17 is absent, only eight are accounted for and one page requires investigation. The register should not silently renumber the remaining pages to hide the gap.
Illustrative example 6: Distinct book categories
Assume the company actually has member general meetings, creditor meetings, Board meetings and three distinct Board committees. Rule 25's model book structure is 1 + 1 + 1 + 3 = 6 distinct books, not one combined book for all six categories.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Check applicability | Ordinary provisions, exemptions and approved Standards. |
| 2 | Identify meeting category | Board, committee, members, creditors or postal ballot. |
| 3 | Fix the trigger date | Actual conclusion or passing date. |
| 4 | Calculate the entry period | Thirty-day schedule and true entry date. |
| 5 | Reconcile proceedings | Attendance, appointments and actual outcomes. |
| 6 | Preserve required dissent | Director names and resolution-level evidence. |
| 7 | Check book/page controls | Correct distinct book and consecutive pages. |
| 8 | Apply the signing route | Pages, last page, date and authorised signatory. |
| 9 | Verify permanent custody | Location and responsible custodian. |
| 10 | Close related obligations | Separate filings/reports and exception resolution. |
Sixteen practitioner FAQs
1. Does a draft automatically satisfy entry?
No. Verify the completed book entry and required formalities.
2. What is the ordinary entry period?
Rule 25 states thirty days from the relevant event.
3. Are all meeting types placed in one book?
The rule specifies distinct books.
4. Does each Board committee have its own category?
Rule 25 refers to each committee.
5. Where do postal-ballot records belong?
The general-meeting minute book under the stated explanation.
6. Should the entry date be recorded?
Rule 25 expressly requires it.
7. Can late entries be backdated to appear timely?
Keep the true chronology.
8. Are appointments included?
Section 118 requires their inclusion.
9. Must Board dissent be named?
The stated Board/committee requirement records relevant dissenting/non-concurring directors.
10. Can chairman discretion omit everything inconvenient?
Apply the specified grounds and required-record provisions.
11. Does a majority outcome justify calling it unanimous?
Record the actual proceedings faithfully.
12. Is the Board signing alternative universal?
Different meeting types have different prescribed routes.
13. Are page numbers optional?
Section 118 requires consecutive numbering.
14. Are minute books temporary files?
The stated books require permanent preservation.
15. Do minutes replace AGM reports or applicable resolution filings?
Those obligations need separate completion.
16. What else must the practitioner check?
Applicable approved Secretarial Standards and any class-specific modification.
Conclusion
Section 118 and rule 25 require an auditable minute-book process, including timely entry, consecutive pages and correct signing routes. Record attendance, appointments and relevant dissent faithfully; a draft, recording or AGM report is not the completed minute-book record.