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CS Executive · Company Law and Practice · Meetings of Board and its Committees

At a Board meeting of Bharat Agro Ltd, a resolution to approve a related-party loan was passed, but director Meera Iyer disagreed with it. Which statement about the minutes is correct under section 118?

The minutes must list the directors present and, for each resolution passed, name any directors dissenting from or not concurring with it. Majority approval does not remove the need to record Meera's dissent, because section 118(4) makes it mandatory.

  1. AThe minutes must record the names of directors present and, for each resolution passed, the names of any dissenting directorsCorrect
  2. BOnly the names of directors voting in favour need to be recorded
  3. CDissent need not be recorded if the resolution is passed by majority
  4. DDissent is recorded only if the dissenting director demands a poll

Explanation

Section 118(4) requires Board minutes to contain the names of directors present and, for each resolution passed, the names of directors dissenting from or not concurring with it. Majority passage does not remove this requirement, and no demand by the director is needed.

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