Minutes of Meetings - Preparation and Content (Sec 118)
# Minutes of Meetings — Preparation & Content (Sec 118)
## What are Minutes?
Minutes are the official written record of proceedings of:
Board Meetings (BM)
General Meetings (AGM / EGM)
Committee Meetings
Postal Ballot resolutions
Meetings of creditors (where applicable)
## Chairperson's Discretion regarding Content
Minutes must contain a fair and correct summary of the proceedings. However, the Chairperson has ABSOLUTE discretion to exclude any matter which is:
Ground for Exclusion
Defamatory of any person
Irrelevant or immaterial to the proceedings
Detrimental to the interests of the company
## Legal Presumption when Minutes are Properly Maintained
Where minutes have been kept in accordance with Sec 118, until the contrary is proved, it shall be presumed that:
1. The meeting was duly called and held
2. All proceedings at the meeting duly took place
3. Resolutions passed by postal ballot are validly passed
4. All appointments of directors, KMP, auditors etc. shall be deemed to be valid
## Key Timeline
Minutes must be entered in the minute book within 30 days of the conclusion of the meeting / passing of postal ballot resolution.
Worked example
### Example 1
Example 1: During a Board Meeting, Director A makes a defamatory remark about Director B's personal conduct. The Chairperson omits this remark from the minutes. Is this valid?
Solution: Yes. Under Sec 118, the Chairperson has absolute discretion to exclude any matter that is defamatory of any person. The omission is legally valid.
### Example 2
Example 2: A shareholder challenges the validity of a resolution passed at the AGM, alleging the meeting was not properly called. The company produces the minute book showing the meeting and resolution were duly recorded.
Solution: Under Sec 118(8), where minutes are kept as per the section, it is presumed (until contrary is proved) that the meeting was duly called and held, and the resolution was duly passed. The burden of proof shifts to the shareholder.
⚠️ Common exam mistakes
Confusing the Chairperson's discretion as 'limited' — it is ABSOLUTE for the three specified grounds (defamatory/irrelevant/detrimental).
Forgetting that the legal presumption is REBUTTABLE — it operates only 'until the contrary is proved'.
Missing that the 30-day timeline runs from conclusion of meeting (or date of postal ballot result), not from circulation of draft minutes.
Bare-Act text Section 118(5), (6) & (8) · Companies Act, 2013 · click to expand
Sec 118(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. Sec 118(6): The chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in sub-section (5). Sec 118(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.