Section 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 prepared, signed, and kept as evidence; tampering attracts imprisonment and fines.

Section 118 requires companies to prepare, sign and preserve minutes of all general meetings, postal ballots, Board and committee meetings in consecutively numbered books within thirty days. Minutes must fairly summarise proceedings, include all appointments, and for Board/committee meetings list directors present and any dissenting directors. The chairman may exclude defamatory, irrelevant or detrimental matters and has absolute discretion in that exclusion. Properly kept minutes are evidence that meetings and resolutions were duly conducted and certain appointments valid. Companies must follow approved secretarial standards; breaches attract penalties and tampering with minutes carries imprisonment and fines.