Inspection of Minutes-Books of General Meeting (Section 119)
# Inspection of Minutes-Books of General Meeting
## Place of Keeping and Right of Inspection [Section 119(1)]
The books containing the minutes of proceedings of any general meeting of a company shall:
Be kept at the registered office of the company; and
Be open for inspection during business hours by any member, without charge, subject to reasonable restrictions in the articles or imposed in general meeting.
Minimum inspection time: At least 2 hours in each business day shall be allowed.
## Right to Copy of Minutes [Section 119(2)]
Any member is entitled to be furnished with a copy of any minutes:
Within 7 working days of making a request;
On payment of prescribed fees.
### Fees [Rule 26]
Up to ₹10 per page or part of any page, as specified in the articles.
Free of cost for soft copy of minutes of any previous general meeting held during the immediately preceding 3 financial years.
## Penalty for Refusal [Section 119(3)]
Defaulter
Penalty
Company
₹25,000 per refusal/default
Officer in default
₹5,000 per refusal/default
## Power of Tribunal [Section 119(4)]
In case of refusal or default, the Tribunal (NCLT) may, without prejudice to penal action under sub-section (3):
Direct immediate inspection of minute-books; or
Direct that the copy required be forthwith sent to the person requiring it.
Worked example
### Example 1
Example 1 — Request for Soft Copy
Mr. R, a member of XYZ Ltd., requests on 1st April 2024 a soft copy of minutes of all AGMs held during FY 2021–22, 2022–23 and 2023–24.
Answer: Under Rule 26 proviso, since the request is for minutes of general meetings held during the immediately preceding 3 financial years, the soft copy must be furnished free of cost within 7 working days.
Example 2 — Refusal of Inspection
ABC Ltd. refuses a member's request to inspect minutes of its last AGM.
Consequence: Company is liable to a penalty of ₹25,000 and every officer in default is liable to a penalty of ₹5,000. The member may also approach the NCLT to order immediate inspection or supply of copy.
Example 3 — Charge for Hard Copy
A member requests a hard copy of minutes of the latest AGM (15 pages).
Maximum charge: ₹10 × 15 = ₹150 (if specified in articles).
⚠️ Common exam mistakes
Permitting inspection only during random hours — at least 2 hours every business day must be allowed.
Charging fees for inspection — inspection is free of charge to members.
Charging for soft copies of past 3 years' minutes — these must be supplied free of cost.
Computing 7 days as calendar days instead of working days.
Confusing the right to inspect minute-books (only members) with right to inspect under Section 399 (which excludes resolutions filed under proviso to Section 117(3)).
Bare-Act text Section 119 · Companies Act, 2013 (read with Rule 26, Companies (Management and Administration) Rules, 2014) · click to expand
The books containing the minutes of the proceedings of any general meeting of a company shall — (a) be kept at the registered office of the company; and (b) be open, during business hours, to the inspection by any member without charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting, impose, so however that not less than two hours in each business day are allowed for inspection. Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, and on payment of such fees as may be prescribed, with a copy of any minutes referred to in sub-section (1).