Chapter VII - Management and Administration
Section 119
Section 119: members’ right to inspect and copy general meeting minutes
Members have a right to see what was decided at general meetings. Section 119 requires the minute books of general meetings and postal ballot resolutions to be kept at the registered office and opened to members for inspection, free of charge.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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. (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). (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. (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.
Introduction
Members may also ask for copies, which the company must provide within seven working days on payment of the prescribed fee. Refusal attracts penalties on the company and its officers, and the Tribunal can order inspection or copies.
Sub-sections (1) to (3) commenced on 1 April 2014 under S.O. 902(E), and sub-section (4) on 1 June 2016 under S.O. 1934(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013.
Key takeaways
Where kept
Minute books of general meetings and postal ballot resolutions are kept at the registered office.
Free inspection
Members may inspect them without charge during business hours, for at least two hours each business day, subject to reasonable restrictions.
Copies in seven working days
A member is entitled to a copy within seven working days of a request, on payment of the prescribed fee.
Penalties and Tribunal orders
Refusal attracts a penalty of twenty-five thousand rupees on the company and five thousand rupees on each officer in default, per refusal or default; the Tribunal may order inspection or copies.
Inspection by members
Under section 119(1), the books containing the minutes of any general meeting, or of a resolution passed by postal ballot, must be kept at the registered office of the company. They must be open, during business hours, to inspection by any member without charge. The company may impose reasonable restrictions by its articles or in general meeting, but not less than two hours in each business day must be allowed for inspection.
Copies of minutes
Under section 119(2), any member is entitled to be furnished with a copy of any of these minutes within seven working days after making a request to the company, on payment of such fees as may be prescribed.
Consequences of refusal
Under section 119(3), if inspection is refused, or a copy is not furnished within the time allowed, the company is liable to a penalty of twenty-five thousand rupees and every officer in default is liable to a penalty of five thousand rupees, for each refusal or default.
Under section 119(4), in such a case the Tribunal may, without prejudice to action under sub-section (3), by order direct an immediate inspection of the minute books or direct that the copy be sent forthwith to the person requiring it.
Practical preparation
Keep general meeting and postal ballot minute books at the registered office; fix inspection hours of at least two hours each business day; log every request for inspection or copies with its date; supply copies within seven working days on payment of the prescribed fee; brief staff that refusal attracts penalties.
Practical checklist
Do
- Publish the inspection hours and keep a request register.
- Send copies within seven working days of a valid request.
Avoid
- Do not charge members for inspecting general meeting minutes.
- Do not refuse inspection because a member is in dispute with the management.
Illustrative example
Hypothetical: a minority member asks for AGM minutes
A minority shareholder asks to inspect the last AGM minutes and for a copy of one resolution.
Inspection
The company allows inspection free of charge at the registered office during its inspection hours.
Copy
On payment of the prescribed fee, the company sends the copy within seven working days.
If refused
A refusal would expose the company and its officers to penalties and allow the member to approach the Tribunal.
Outcome
- Complying promptly avoids penalties and a Tribunal order.
Glossary
- Minute books
- The books in which the minutes of meetings and postal ballot results are recorded under section 118.
- Working day
- A day on which the company’s office is open for business, excluding holidays.
- Postal ballot
- Voting by post or electronic means under section 110.
Frequently asked questions
Can a member inspect Board meeting minutes under section 119?
No. Section 119 covers minutes of general meetings and resolutions passed by postal ballot.
How quickly must the company provide a copy?
Within seven working days after the request, on payment of the prescribed fee.
What if the company refuses?
The company and officers in default face penalties under section 119(3), and the Tribunal may order immediate inspection or delivery of the copy under section 119(4).
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026