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

Sagar Foods Ltd's minutes of its last general meeting were kept properly under section 118. A member later alleges that the meeting was not duly called and that the appointment of an auditor at it is invalid. Which statement is correct?

Until the contrary is proved, the meeting is deemed duly called and held and the recorded appointments, including the auditor's, are deemed valid. Properly kept minutes are evidence of proceedings under section 118, but the presumption is rebuttable, not conclusive.

  1. AProperly kept minutes are conclusive proof and cannot be challenged in any way
  2. BMinutes are not admissible as evidence of proceedings
  3. CUntil the contrary is proved, the meeting is deemed duly called and held and the appointments recorded are deemed validCorrect
  4. DThe appointment is valid only if the minutes were also filed with the Registrar

Explanation

Section 118(7) makes properly kept minutes evidence of the proceedings. Section 118(8) raises a presumption, until the contrary is proved, that the meeting was duly called and held and that appointments of directors, KMP, auditors or company secretary in practice are valid. It is rebuttable, so 'conclusive' is wrong.

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