Daily Email Newsletters (Latest Updates/Articles) — Sign up for Free

Inspection of Minutes Book of General Meeting : Right of Shareholder (Section 119 of Companies act 2013)

Every 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.

Inspection 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 below:

“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.”

Fee/Charges for 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.

Members 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)

The 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:
  1. Company shall be liable to a penalty of Rs. 25,000 and
  2. Every officer of the company who is in default shall be liable to a penalty of Rs. 5,000 for each such refusal or default, as the case may be.
Tribunal direction for Inspection

Tribunal may, in case of any such refusal or default, by order, direct an immediate inspection of the minute-books or direct that the copy required shall forthwith be sent to the person requiring it. 

No comments:

Post a Comment