Clause 118 - Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.

Minutes of meetings must be maintained and signed timely; non-compliance attracts penalties and criminal sanctions.

Companies must prepare and sign minutes for all general meetings, postal ballot resolutions, Board and Board committee meetings in consecutively numbered books within thirty days; minutes must fairly summarise proceedings, record appointments, and for Board meetings record attendees and any dissenting directors. The Chairman may exclude material reasonably regarded as defamatory, irrelevant, immaterial, or detrimental, exercising absolute discretion. Properly kept minutes serve as evidence and create a rebuttable presumption that meetings and appointments were duly conducted and valid. Companies must follow approved secretarial standards; non-compliance and tampering with minutes attract statutory penalties and criminal sanctions.