Inspection and obtaining a copy are different rights
Section 119 of the Companies Act, 2013 gives a member access to the books recording general-meeting proceedings and resolutions passed by postal ballot. Inspection is without charge, during business hours, subject to reasonable restrictions that must still allow at least two hours on every business day. A copy request is governed by the seven-working-day requirement and the applicable fee rules; it is not simply an appointment for inspection.
The primary framework is Companies Act, 2013, sections 118–120, particularly section 119, read with Companies (Management and Administration) Rules, 2014, Rule 26. ICSI’s consolidated Rule 25 text confirms permanent preservation and registered-office custody of general-meeting minutes. This article, checked on 23 October 2026, concerns a company member’s general-meeting-minute request. It does not treat section 119 as a universal right to inspect Board minutes, every accounting record or another person’s personal information.
Identify the member and the precise record
Check the requester’s membership and any authority where a representative acts for a corporate member. Ask the request to identify the meeting date, whether inspection or copies are wanted, and the requested physical or electronic format. A practical identity check should help locate and deliver the right record, rather than become an artificial eligibility threshold. Section 119 does not prescribe a minimum percentage holding for this right.
Postal-ballot records belong to the general-meeting minute-book framework. A request for a filed resolution, an AGM report or the annual financial statements is not necessarily a request for the same document: identify the actual record and the statutory access route. Equally, do not supply an agenda, unsigned working note or meeting announcement while representing it as the completed minutes.
Use the registered-office inspection window correctly
The relevant books are kept at the registered office. Restrictions imposed through the articles or in general meeting must be reasonable and leave the statutory minimum business-day access. An inspection log can record appointment, member identity, relevant book, start/end time and assistance provided. Do not introduce a charge for the section 119 inspection itself by calling it an administration or attendance fee.
Electronic record-keeping does not extinguish the underlying access duty. Section 120 enables electronic form subject to the prescribed manner. Use a legible, complete reproduction and preserve the original approved record. An electronic system’s permissions should permit the authorised inspection or delivery without exposing unrelated records to the requester.
Apply the articles’ copy charge subject to the statutory cap
Rule 26 provides for the sum specified in the articles, capped at ₹10 for each page or part of a page. The cap is not a mandatory rate of ₹10 where the articles provide a lower amount. Identify the actual source-page count and the applicable rate, and keep the fee calculation with the request. The company can provide copies free rather than use a charge as a reason for delay.
The Rule 26 proviso entitles a member requesting a soft copy of minutes of previous general meetings held during the immediately preceding three financial years to receive it free of cost. Work out those financial years from the request period; do not convert the wording into a rolling thirty-six-month cutoff or assume all electronic requests are chargeable. A mixed request needs a separate assessment of the covered soft copies and any other records.
Count working days with an actual calendar
Section 119(2) and Rule 26 use seven working days after the request. Record receipt immediately, establish the relevant working-day and closure calendar and identify any fee genuinely payable. The date examples below explicitly state their calendar assumptions. They are not a declaration of national or local holidays and should not be copied into another company’s deadline register without checking its actual working days.
Keep the delivered file/version, covering response, fee basis and delivery evidence. If the request is unclear, clarify its scope promptly while protecting the time requirement; an internal handoff between reception and the company secretarial team should not silently reset the receipt date. A member need not buy a physical copy merely to exercise free inspection.
Refusal has consequences beyond a customer-service complaint
Under section 119(3), the stated penalty is ₹25,000 for the company and ₹5,000 for each officer in default for each refusal or default. Applicable entity-specific statutory relief and the actual identification of defaults/officers must be assessed before quantifying a real case. Section 119(4) also enables the Tribunal to direct immediate inspection or provision of the required copy. A later delivery does not mean the earlier facts can be erased from the compliance file.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: The articles provide a lower copy rate
A member requests a physical copy comprising eight pages. The articles specify ₹8 per page. Fee = 8 × ₹8 = ₹64; the statutory maximum for those pages is 8 × ₹10 = ₹80. The company cannot treat the ₹10 cap as an instruction to replace its ₹8 rate and charge ₹80.
Illustrative example 2: An excessive articles rate does not override the cap
For a twelve-page physical copy, assume the articles purport to charge ₹15 per page. The requested charge would be ₹180, but Rule 26 caps the page rate at ₹10: maximum ₹120. The proposed ₹180 exceeds that ceiling by ₹60. Reconcile the fee before requesting payment, without suggesting that the higher articles figure changes the statute.
Illustrative example 3: Free soft copies use financial-year boundaries
A member requests soft copies on 23 October 2026 of meetings held in FY 2023–24, FY 2024–25 and FY 2025–26, comprising eight, eleven and seven pages respectively. Those are the immediately preceding three financial years. Total pages = 26, but the fee for these covered soft copies is nil, not 26 × ₹10 = ₹260. The right is not reduced to only meetings held in the preceding thirty-six months.
Illustrative example 4: A declared closure changes the seven-working-day calendar
Assume a valid copy request and any applicable payment are received Monday, 5 October 2026. This fictional company works Monday–Friday and is closed Thursday, 8 October; no other closure applies. Excluding the receipt day, the seven working days are 6, 7, 9, 12, 13, 14 and 15 October. The calculated deadline is Thursday, 15 October, not simply seven calendar days after receipt. Retain the actual calendar used.
Illustrative example 5: Two short appointment windows are insufficient
An inspection policy offers 10:00–11:00 and 15:00–15:45 on a business day. Total available time is 60 + 45 = 105 minutes, fifteen minutes short of the two-hour minimum. A reasonable business-hours arrangement that provides 10:00–12:00 supplies 120 minutes. Do not restrict a member to the shorter aggregate access while claiming that two separate windows satisfy the minimum.
Illustrative example 6: Illustrative exposure for separate established refusals
Assume two legally distinct section 119 refusals are established for an ordinary company, with two identified officers in default on each occasion, and no statutory reduction applies. Company component = 2 × ₹25,000 = ₹50,000. Officer components together = 2 refusals × 2 officers × ₹5,000 = ₹20,000; aggregate illustrative exposure = ₹70,000. This is not a daily late-fee formula or a finding that each email in one continuing dispute is automatically a fresh refusal.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Classify the requested record and access route. | Meeting date, general-meeting/postal-ballot scope and document description. |
| 2 | Verify membership and representative authority. | Register check and any corporate-member authorisation. |
| 3 | Record the request receipt date promptly. | Request copy, inward entry and delivery details. |
| 4 | Separate inspection from copy delivery. | Requested mode and appointment/delivery plan. |
| 5 | Check registered-office access and the minimum window. | Business hours and reasonable restriction policy. |
| 6 | Locate the completed authentic minute record. | Book/page references and approved version. |
| 7 | Test whether free soft copies are required. | Request date and immediately preceding three financial years. |
| 8 | Calculate any lawful copy charge. | Articles rate, page count and Rule 26 cap. |
| 9 | Calculate and monitor seven working days. | Actual business-day/closure calendar and assigned owner. |
| 10 | Retain evidence of fulfilment and resolve any refusal. | Delivered copy or inspection log, receipt and escalation record. |
Sixteen practitioner FAQs
1. Does a member need a minimum shareholding percentage?
Section 119 does not prescribe a minimum percentage for this member access right. Verify membership and any representative authority.
2. Is inspection chargeable?
Inspection under section 119(1) is without charge; distinguish it from a lawful charge for copies.
3. Can inspection hours be restricted at all?
Reasonable restrictions can apply, but at least two hours in each business day must remain available.
4. Are weekends automatically working days?
Do not assume so. Use the relevant business-day calendar for access and the working-day count for copies.
5. Does section 119 include postal-ballot minutes?
Yes. The provision expressly covers the relevant postal-ballot resolution record.
6. Does it automatically open Board minutes to every member?
No. The member right addressed here concerns general-meeting and postal-ballot minutes; Board records need their own access basis.
7. Can an agenda replace the requested minutes?
No. Supply the actual requested record rather than presenting an agenda or announcement as the completed minute record.
8. Is ₹10 always the required page charge?
No. It is the cap. A lower rate specified in the articles must not be raised merely because the rule permits a maximum.
9. Can the articles impose ₹15 per page?
They cannot override Rule 26’s ₹10-per-page-or-part ceiling for the covered copy right.
10. When are soft copies free?
The Rule 26 proviso covers requested soft copies of minutes of previous general meetings held during the immediately preceding three financial years.
11. Is that period a rolling thirty-six months?
No. The text refers to financial years; identify the relevant three-year financial-year window.
12. Are all electronic copies necessarily free under that proviso?
Do not generalise beyond its scope. Assess the meeting period and requested record; a company may separately choose to waive a fee.
13. What is the statutory time for the requested copy?
Seven working days after the request, with the applicable fee position addressed under section 119 and Rule 26.
14. Does internal forwarding reset the request date?
Do not use an internal administrative delay to create a fresh receipt date. Preserve the original request evidence.
15. Is the section 119 penalty a per-day late fee?
No. The stated amounts relate to each refusal or default; actual liability and any applicable statutory relief require a separate assessment.
16. Can the Tribunal order access even if penalty action is possible?
Yes. Section 119(4) provides for an access/copy direction without prejudice to action under sub-section (3).
Working-paper organisation
Keep the source documents, calculation and final conclusion together for the same entity and period. If using assurePractice or other assureOffice tools, use only confirmed available functions and retain this evidence with the output.
Conclusion
Classify the record, acknowledge receipt and separate free inspection from copy delivery. A financial-year check, lawful fee calculation and working-day diary turn a member request into a traceable compliance task.