Provisions Regarding Inspection of Minutes Book of Board Meeting and General Meeting in Companies Act, 2013

In the last post, I tried to breakdown the provisions of Section 118 of the Companies Act, 2013 and Rule 25 of Companies (Management and Administration) Rules, 2014 which dealt with the maintenance of the Minutes of Board and General Meetings of the Company. This post is regarding the provisions of the Companies Act, 2013 which deal with the inspection of the minutes and the mode and manner of doing the same by those entitled to do so.

Inspection of Minutes Book of General Meeting

Section 119 of the Companies Act, 2013 deals with the Inspection of Minutes Book of General Meeting. A breakdown of the provisions of this Section is as follows:

What can be inspected?

The book containing the minutes of the proceedings of a general meeting of a company or of a resolution passed by Postal Ballot.

Who can inspect it?

Any member of the Company can inspect the minutes book free of charge. 

When can it be inspected?

The minutes book can be inspected by any member of the company during business hours. It is the duty of the company to provide not less than 2 hours in each business day for inspection of the minutes book.

How is it to be inspected?

Any member of the company can inspect the minutes book during the normal business hours of the company.  Where the member so requests, he shall be entitled to be furnished, within 7 working days of such request, a copy of such minutes on the payment of such fees as may be prescribed.

Power of the Company to impose reasonable restrictions

The company may impose reasonable restrictions on the inspection of the minutes book by its Articles of Association or in the General Meeting.

What are the consequences of refusal by the company?

If any such inspection is refused, or if any copy required is not furnished within the time specified, the Company shall be liable for a penalty of Rs. 25,000/- and each officer of the company who is in default shall be liable for a penalty of Rs 5,000/- for each such refusal or default.

Power of the Tribunal

In the case of any such refusal or default, the NCLT may, without prejudice to the penal provisions outlined in this section, order an immediate inspection of the minutes book or direct that the copy of the minutes book shall be forthwith sent to the person requiring it. 

Rule 26 of the Companies (Management and Administration Rules) 2014

Some additional provisions regarding the inspection of the Minutes Book of General Meeting as outlined in Rule 26 are as follows:

• Inspection of minutes book may be provided in physical form or electronic form.
• While providing inspection of minutes book, the Company Secretary or official of the company authorized by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes book is not mutilated or in any way tampered with by the person inspecting.
• The fee for furnishing the copy of the minutes requested by any member of the company shall not exceed Rs. 10/- for each page or part of any page.
• A member who has made a request for a soft copy of the minutes of any previous general meetings held during a period immediately preceding three financial years shall be provided the same free of cost. 

Inspection of Minutes Book of Board Meeting

A member of the company is NOT entitled to inspect the minutes of the meeting of the Board.

Who can inspect it?

As per Para 7.7 of Secretarial Standards - 1, the Minutes of Meeting of the Board or any Committee thereof can be inspected by the Directors.

A Director is entitled to inspect the minutes of the meeting held before the period of his directorship.

A firmer Director is entitled to inspect the minutes of the meeting held during the period of his Directorship.

The following professionals can inspect the Minutes as may be considered necessary for the performance of their duties:

• Company Secretary in practice appointed by the Company
• The Secretarial Auditor
• The Statutory Auditor
• The Cost Auditor or
• The Internal Auditor

How can the minutes book be inspected?

The Minutes Book can be inspected in physical or electronic form.

Precautions to be taken during Inspection

While providing inspection of minutes book, the Company Secretary or official of the company authorized by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes book is not mutilated or in any way tampered with by the person inspecting.