Shareholders Rights for Inspection of General Meeting Minutes

Reference

Section 119 of the Companies Act, 2013

Rules 25 & 26 of the Companies (Management and Administration) Rules, 2014

What can be inspected by the members?

1) General meeting minutes book;

2) Resolutions passed through postal ballots;

Resolutions passed by postal ballot are also entered in the general meeting minutes book. Ref: Rule 25(1)(b(ii)

Applicability

The members of all kinds of companies, whether public limited company or private limited company, have a right to inspect the general meeting minutes.

Inspection at the registered office

Inspection at the registered office where the minutes book are kept:

• during the business hours of the company;

• inspection time - not less than two hours in each business day;

• free of cost - no charge to be collected by the company from its members;

• reasonable restrictions may be put - as per company's articles or as decided in general meeting.

Draft Resolution

“RESOLVED THAT in supersession of all resolutions passed in this regard and pursuant to applicable provisions of the Companies Act, 2013, the minutes book of the general meetings of the members of the company, that are available for inspection by the members of the company or any other person entitled thereto, be kept open for inspection at the registered office of the company, in the manner as may be prescribed, 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 national holiday or otherwise by law.”

Members requesting a copy of the minutes

• A shareholder can request the company in writing by a letter or from his registered email id;

• a copy of the minutes of any general meeting or postal ballot;

• within 7 days of the receipt of request, the company shall provide the copies;

• fee for this service may be specified in the articles - not exceeding Rs. 10 per page or part thereof;

• a soft copy of the minutes of any general meeting held during immediately 3 financial years will have to be provided free of cost.

Penalty

If a company refuses the inspection of the minutes or defaults in providing the copy of the minutes to any members within the time prescribed:

• the company shall be liable to a penalty of Rs. 25,000; and

• every officer who is in default [section 2(60)] shall be liable to a penalty of Rs. 5000 for each such refusal or default, as the case may be.

NCLT Order

By an order, the Tribunal may:

• direct the company to facilitate the inspection of the minutes to the person to whom it was earlier refused to by the company; or

• direct the company to provide a copy of the minutes as requested by the person to whom the company had earlier failed to provide the copies within the time prescribed.

The Tribunal may pass this order despite the fact that the company and the officer in default have already paid the penalties.