Ravi (shareholder) requests inspection of minutes of general meetings. Company secretary refuses on grounds of confidentiality.
(i) Is Ravi Entitled to Inspect the Minutes?
Yes, Ravi is absolutely entitled to inspect the minutes of general meetings.
Under Section 119(1) of the Companies Act, 2013, every company must keep minutes of all its general meetings and Board meetings in minute books. Under Section 119(2), every member of the company has the right to inspect, without payment of any fees, the minutes book of general meetings, during business hours. This is a statutory right of every member and cannot be denied by the company or its officers on grounds of confidentiality.
The company secretary's refusal is therefore unlawful and in direct violation of Section 119 of the Act. It is important to note that the right of inspection is available for general meetings (AGM, EGM, etc.) — not for Board meetings (those minutes are accessible only to directors).
(ii) Remedies Available to Ravi
- Complaint to Registrar of Companies (RoC): Under Section 119(3), if any inspection is refused or any copy is not furnished within the prescribed time, the member may apply to the Registrar. The Registrar may, by order, direct that an immediate inspection be allowed or the copy be sent forthwith.
- Penalty on the company and officers: Under Section 119(4), if the company fails to comply, the company and every defaulting officer is liable to a fine of not less than ₹25,000, with an additional fine of ₹5,000 per day during which the default continues.
- Certified Copy: Under Section 119(5), a member may also request a certified copy of any minutes, and the company must supply it within 7 days of the request, on payment of a fee prescribed by the Articles.
- NCLT / Civil Court: Ravi may also approach the NCLT under Section 241 if the refusal is part of a broader pattern of oppression or mismanagement, or file a writ/civil suit for a mandatory injunction compelling the company to provide access.
Conclusion: Ravi has a clear statutory right to inspect the minutes and the company secretary's refusal is illegal. Ravi may complain to the RoC, and the company faces fine for default.