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. 

Provisions Regarding Maintenance of Minutes of Board Meetings and General Meeting under Companies Act, 2013

The 'Minutes Book' is an extremely important document for any company as it is a record of the meetings of the Board of Directors as well as the Extraordinary General Meetings that have taken place in the company. It contains the details of the resolutions passed and the decisions taken in these meetings. 

Section 118 of the Companies Act, 2013 

This Section deals with the Minutes of Proceedings of General Meeting, Meeting of the Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot.

A detailed breakdown of the section is as follows:

Duty of the Company to prepare, sign and maintain Minutes

According to this Section, it shall be the duty of every company to prepare, sign and maintain the following minutes:

• every General Meeting of any class of shareholders or creditors
• every resolution passed by postal ballot
• every meeting of the Board of Directors
• every meeting of every committee of the Board

These minutes shall be prepared, signed and maintained within 30 days of the conclusion of every such meeting concerned, in books kept for such purpose, with their pages consecutively numbered.

The Doctrine of Lifting the Corporate Veil in Company Law

Although a company is an artificial juristic personality having separate legal entity, in reality the business is carried on by its member shareholders and key managerial personnel. The doctrine of lifting the corporate veil refers to the scenario when the court completely disregards the company and actually concerns itself with the natural persons running its day-to-day operations. However, the court lifts the corporate veil only in exceptional scenarios which are well settled. Let us take a look at these scenarios one by one:

Statutory Provisions

The Companies Act, 2013 itself contains statutory provisions which enjoin the court to lift or pierce the corporate veil to reach the real persons concerned. These provisions are reproduced, below: