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CS Executive · Company Law and Practice · General Meetings

Minutes of the 2024 AGM of Orchid Foods Ltd were properly kept under Section 118. A dispute arises on whether the auditor appointed at that meeting was validly appointed. What is the effect of the properly kept minutes?

Properly kept minutes are evidence of the proceedings, and until the contrary is proved the meeting is deemed duly called and held, with appointments of directors, KMP, auditors or practising company secretaries deemed valid. The presumption is rebuttable, not conclusive, as Section 118(7) and (8) provide.

  1. AThey are conclusive proof, and cannot be disproved
  2. BThey are evidence of the proceedings, and until the contrary is proved the meeting is deemed duly called and held and the auditor's appointment deemed validCorrect
  3. CThey have no evidentiary value unless filed with the Registrar
  4. DThey are valid only for appointments of directors, not auditors

Explanation

Section 118(7) makes properly kept minutes evidence of the proceedings recorded. Section 118(8) adds a rebuttable presumption that the meeting was duly called and held and that appointments of directors, KMP, auditors or company secretary in practice are valid. The presumption lasts only until the contrary is proved, so it is not conclusive.

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