Inspection of Minute Books of General Meetings (Sec 119)
# Inspection of Minute Books of General Meetings — Sec 119
## Scope
Sec 119 applies ONLY to minutes of General Meetings and Postal Ballot resolutions — NOT to Board/Committee Meeting minutes.
## (1) Right of Members to Inspect
Minute books shall be kept at the Registered Office
Open for inspection by members during business hours without any charge
Subject to reasonable restrictions through AOA / general meeting — but inspection of at least 2 hours each business day must be allowed
## (2) Member's Right to Obtain Copy
Any member may request a copy of any minutes
On payment of such fee as may be specified in AOA (max Rs. 10 per page or as prescribed)
Company must furnish copy within 7 working days of request
Exception: Copy of minutes of meetings held during last 3 financial years must be provided in soft copy free of charge (as per Rules)
## (3) Refusal — Penalty
If inspection is refused OR copy not furnished:
Person
Penalty
Company
Rs. 25,000
Every officer in default
Rs. 5,000
Additionally: The Tribunal (NCLT) may, 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.
## Important Note
Members CANNOT authorise another person (proxy / agent) to inspect the minute books on their behalf — the right is personal to the member.
Worked example
### Example 1
Example: Mr. X, a member of ABC Ltd, sends his Chartered Accountant to inspect the minute books of the last AGM. The company refuses to allow the CA to inspect. Is the refusal valid?
Solution: Yes, the refusal is valid. Under Sec 119, the right of inspection is personal to the member and cannot be exercised through an authorised representative or agent.
### Example 2
Example: A member requests a copy of the minutes of the AGM held 8 months ago. The company refuses to provide. What are the consequences?
Solution: Under Sec 119(3), the company is liable to a penalty of Rs. 25,000 and every officer in default Rs. 5,000. Additionally, the Tribunal may order that the copy be sent forthwith.
⚠️ Common exam mistakes
Allowing inspection of Board Meeting minutes by members — Sec 119 covers only General Meeting & Postal Ballot minutes.
Permitting a proxy/agent to inspect — the right is strictly personal to the member.
Charging fees for inspection — inspection is FREE; only copies attract fees.
Forgetting the 7 working days deadline for furnishing copies.
Bare-Act text Section 119 · Companies Act, 2013 · click to expand
Sec 119(1): The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot, 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. Sec 119(2): 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). Sec 119(3): If any inspection under sub-section (1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each such refusal or default, as the case may be. Sec 119(4): In the case of any such refusal or default, the Tribunal may, without prejudice to any action being taken under sub-section (3), 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.