Minutes of Meetings — Section 118

Minutes are the official written record of the proceedings of a meeting — a fair and correct summary of the business transacted, the resolutions passed, and (where relevant) the names of directors present and dissenting, kept as permanent proof of what actually happened.

Statutory requirements under Section 118:

• Every company must prepare, and keep, minutes of every general meeting, every meeting of its Board of Directors, and every meeting of a committee of the Board, within 30 days of the conclusion of the meeting.
• Minutes are recorded in minute books maintained for each type of meeting, with pages consecutively numbered.
• Each page of the minutes must be initialled or signed, and the last page of the record of each meeting must be dated and signed — for a general meeting, by the Chairman of that meeting (or, in case of his inability, by a director duly authorised); for a Board or committee meeting, by the Chairman of that meeting or of the next succeeding meeting — within the same 30-day period.
• The minutes book must be kept at the registered office of the company (or such other place as the Board approves), and members have a statutory right to inspect the minutes of general meetings and to obtain copies on payment of the prescribed fee; there is no equivalent right for members to inspect Board meeting minutes.
• The Act permits a chairman to exclude from the minutes any matter which, in his opinion, is or could reasonably be regarded as defamatory, irrelevant or immaterial, or is detrimental to the interests of the company — but he must exercise this discretion reasonably and in good faith. …