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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Gomti Retail Ltd's secretary was told a director's dissent need not be mentioned in the minutes of the general meeting, and that company-funded circulars of the meeting report may omit statutory content. Which is correct under section 118?

The dissenting-director requirement applies to Board and committee meeting minutes, not general meetings. A report of a general meeting circulated at company expense must include the matters required by section 118 to be in the minutes.

  1. ANames of dissenting directors are required only for Board or committee meetings; a report of a general meeting circulated at company expense must include the matters required in the minutesCorrect
  2. BNames of dissenting directors are required in all general meeting minutes
  3. CA report of a general meeting may be circulated at company expense without any required content
  4. DReports of general meetings may never be circulated

Explanation

Section 118(4) requires names of present and dissenting directors only for Board or committee meetings. Section 118(9) bars circulating or advertising at company expense a report of a general meeting unless it includes the matters required in the minutes.

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