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

Minutes of a Board meeting of Deccan Steels Ltd were kept in accordance with section 118(1). A shareholder later alleges the meeting was not properly convened. What is the legal position under section 118?

Properly kept minutes raise a rebuttable presumption: until the contrary is proved, the meeting is deemed duly called and held, proceedings duly taken, and recorded appointments valid. They are evidence of the proceedings under section 118(7) and (8), but not conclusive proof.

  1. AThe minutes are conclusive proof and cannot be rebutted
  2. BUntil the contrary is proved, the meeting is deemed duly called and held and the proceedings deemed duly taken, including appointments recordedCorrect
  3. CThe minutes have no evidentiary value unless audited
  4. DThe meeting is deemed valid only if every director signed the minutes

Explanation

Section 118(7) makes properly kept minutes evidence of the proceedings, and section 118(8) raises a presumption that the meeting was duly called and held and appointments valid until the contrary is proved. The presumption is rebuttable, so 'conclusive proof' is wrong.

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