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Inspection of Minutes Book of General Meeting : Right of Shareholder (Section 119 of Companies act 2013)
Members(Shareholders) of a Company whether Public Limited or Private Limited
are entitled to inspect the Minutes of any General Meeting of the Members and
get a copy of such minutes or extracts thereof, on a request made by that
Shareholder to the Company.
The provisions relating to the inspection of the books of minutes of general meeting are prescribed in the Section 119 of the Companies act 2013 and Rule 26 of the Companies (Management and Administration) Rules, 2014.
of Books of Minutes of General Meeting of or of a resolution passed by postal ballot
Every Company must
keep the minutes of the General Meetings at the Registered Office of the
Company and make it available for inspection during Business Hours for at least
2 hours a day.
A Company may impose
reasonable restrictions on the Right of a Shareholder to inspect the minutes of
the General Meetings, by passing a Ordinary Resolution in any General Meeting.
Draft Resolution as
“RESOLVED THAT in
supercession of all resolutions passed in this regard and pursuant to
applicable provisions of the Companies Act, 2013, the Minutes Book of the
Meetings Members of the Company that are available for inspection by the
members of the Company, be kept open for inspection, at the Registered Office
of the Company, by the persons entitled thereto and in the manner provided
under the respective provisions of the Companies Act, 2013 between 12:00 noon
and 2:00 pm. on any working day unless the same be closed under the
provisions of the Act or the Articles of Association of the Company or on
account of being declared a public holiday or otherwise by law.”
Inspection: A Company can not
charge any fee on the Shareholder for Inspection of Books of Minutes of General Meeting or of a resolution passed by postal ballot.
Right to get a Copy or Extracts of General Meeting Minutes (Rule 26 of the Companies (Management and Administration) Rules, 2014)
When a member requests in writing for a
copy of any General Meeting Minutes, the company should furnish the same within 7(seven) days,
subject to payment of such fees as may be prescribed.
Extracts of the Minutes
should be given only after the Minutes have been duly signed. However,
certified copies of any Resolution passed at a Meeting may be issued even
pending signing of the Minutes by the Chairman, if the draft of that Resolution
had been placed at the Meeting.
Fee/Charges for Copy
or Extracts of Minutes:
A Company can charge such fee, as may be prescribed (but not exceeding Rs. 10 for each page or part of any page), on the Shareholder
at the time of providing the Copy or Extracts of the Minutes of General
Meeting, as requested by the Shareholder. (Rule 26 of the Companies (Management and Administration) Rules, 2014)
payment mode can be anything be it by Cheque or Demand Draft or Cash.
SOFT COPY of Minutes: If a member requests for soft copy of minutes of any previous general meetings held during a period immediately preceding 3 financial years, it shall be furnished to him free of cost.
Note: There is no compulsion that the Shareholder has to do the inspection
before asking for copies of it.
If company refuses to facilitate inspection of the minutes by the member, or the copy of minutes was not provided within the prescribed time, the following penalty is applicable:
Company shall be liable to a penalty of Rs. 25,000 and
Every officer of the company who is indefault shall be liable to a penalty of Rs. 5,000for each such refusal or default, asthe case may be.
Tribunal direction for Inspection
Tribunal may, in case of any such refusal or default, by order, direct an immediate inspection of theminute-books or direct that the copy required shall forthwith be sent to the person requiring it.