Section 118 of CA 2013 : Section 118: Minutes Of Proceedings Of General Meeting, Meeting Of Board Of Directors And Other Meeting And Resolutions Passed By Postal Ballot

Explanation using Example

Imagine a scenario where ABC Pvt. Ltd. holds an Annual General Meeting (AGM) on April 1, 2023. During this meeting, shareholders vote on several important resolutions, including the appointment of a new director and the adoption of a new dividend policy.

Following the AGM, the company secretary is responsible for drafting the minutes of the meeting. By April 30, 2023, the company secretary completes the minutes, which include a summary of the discussions, the resolutions passed, and the names of the shareholders who voted for and against each resolution. The minutes also list the names of all directors present and specifically mention the new director appointed during the meeting.

The minutes are then entered into a consecutively paged minute book. During the next Board of Directors meeting, the chairman reviews the minutes and decides to exclude a shareholder's comment that was defamatory towards a board member, as it is not relevant to the meeting's proceedings and is detrimental to the individual's reputation.

The finalized minutes serve as a legal record of the AGM and can be used as evidence in case any disputes arise regarding the decisions made during the meeting. The company ensures that the minutes do not circulate outside without including all the necessary information as per Section 118 of The Companies Act, 2013, to avoid any penalties.