A shareholder asks to see our AGM minutes. Must we show them?

A shareholder has emailed. Or phoned the director. Or turned up at the registered office. They want to see the minutes of the last annual general meeting (AGM). Maybe they want a copy too.

Your first instinct may be to say "let me check with the board" and sit on it. Do not. For general-meeting minutes the law is plain, and the clock starts when the request is made.

This article walks through what the shareholder is entitled to, what you may and may not restrict, how long you have, and what happens if you refuse.

The short answer: yes, you must

Section 119 of the Companies Act 2013 deals with the minute books of general meetings. It says 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; and
• be open, during business hours, to inspection by any member without charge (s.119(1), Companies Act 2013).

So a member does not need a reason. The Act does not ask them to explain why they want to look. And inspection is free.

"Member" is the Act's word for shareholder. It includes a person whose name is in the register of members, and also a person who holds shares and is recorded as a beneficial owner in a depository's records (s.2(55), Companies Act 2013). In plain words: if the shares are held in demat form, the person behind the demat account counts too.

What the member can ask for

There are two separate rights.

1. Inspection. The member can come and look at the minute books at the registered office during business hours, at no charge (s.119(1)(b), Companies Act 2013).

2. A copy. Any member is entitled to be given a copy of any such minutes within seven working days after making the request, on payment of the prescribed fee (s.119(2), Companies Act 2013).

The copy right covers "any minutes" of the books described in s.119(1). That means general meetings, not only the AGM. An extraordinary general meeting is a general meeting too. So are resolutions passed by postal ballot, which s.119(1) names expressly.

What you may restrict

You cannot refuse. You can, however, set sensible ground rules.

Section 119(1)(b) allows "such reasonable restrictions as the company may, by its articles or in general meeting, impose". There is one hard floor: not less than two hours in each business day must be allowed for inspection (s.119(1)(b), Companies Act 2013).

So you may, for example, say in your articles that inspection happens between certain hours, at the registered office, with a short prior intimation. But those hours must give at least two hours every business day. A rule that says "Tuesdays only" would not meet that floor.

Two points on the restriction power:

• The restriction must come from the articles or from a general meeting. A director's or a manager's own view is not enough.
• It must be "reasonable". A rule whose real purpose is to make inspection impractical is not reasonable.

What you may charge for a copy

Inspection is free. A copy may carry a fee. The fee is fixed by rule 26 of the Companies (Management and Administration) Rules 2014.

The member pays such sum as is specified in the articles of association, but not more than ten rupees for each page or part of any page (rule 26, Companies (Management and Administration) Rules 2014).

There is a proviso that is easy to miss. A member who asks for a soft copy of minutes of general meetings held during the three financial years immediately preceding is entitled to receive it free of cost (proviso to rule 26, Companies (Management and Administration) Rules 2014).

So for recent meetings, if the member asks for a soft copy (a PDF, say), you charge nothing. The proviso speaks only of soft copies of the three preceding financial years; for other copies, the fee in the articles, capped at ten rupees a page, applies.

The deadline clock

Two clocks matter here.

Clock 1: the shareholder's request.

• Inspection: during business hours, on the day the member comes, subject to your reasonable restrictions and the two-hour floor (s.119(1)(b)).
• Copy: within seven working days after the request (s.119(2), Companies Act 2013; rule 26, Companies (Management and Administration) Rules 2014).

The Act says "after he has made a request". Keep the request in writing, note the date and time you received it, and count conservatively.

Clock 2: your own record-keeping. The minutes you hand over should already exist. The Act requires minutes to be prepared, signed and kept within thirty days of the conclusion of the meeting, in books with consecutively numbered pages (s.118(1), Companies Act 2013). The rules repeat this: minutes are entered in the books, with the date of entry, within thirty days of the meeting (rule 25(1)(b)(i), Companies (Management and Administration) Rules 2014).

If a member asks to see the AGM minutes and they were never written up, you now have two problems. The refusal problem and the s.118 problem. Fix the second first, and do it properly. Minutes that are "written up" after a request, and dated to look earlier, are the worst possible move (see "What not to do" below).

Step by step

• Log the request. Date, time, name, folio or demat details, and what was asked (inspection, copy, or both). Ask for it in writing if it came by phone.
• Confirm the person is a member. Check the register of members, or the depository record for demat holders (s.2(55), Companies Act 2013). Do this quickly. It is not a reason to delay.
• Check which meetings are involved. General meetings and postal ballots fall under s.119. Board and committee minutes do not.
• Locate the minute books. General-meeting minute books are to be kept at the registered office, preserved permanently, and kept in the custody of the company secretary or a director authorised by the board, or at another place approved by the Board (rule 25(1)(e), Companies (Management and Administration) Rules 2014). Note the rule's own wording: the books are kept at the registered office, and s.119(1)(a) says the same.
• Offer inspection. Give the member a time inside your inspection hours, which must total at least two hours each business day (s.119(1)(b)). Let them read. Do not charge.
• Deal with copies. If a copy is wanted, send it within seven working days. If the member wants a soft copy of minutes from the last three financial years, send it free (proviso to rule 26). For paper or older minutes, charge no more than what your articles specify and never above ten rupees per page or part of a page (rule 26).
• Keep proof. Keep a note of when inspection took place and when the copy was sent, and how.

The penalty for refusing

If an inspection is refused, or a copy is not furnished within seven working days:

• the company is liable to a penalty of ₹25,000; and
• every officer of the company who is in default is liable to a penalty of ₹5,000 for each such refusal or default (s.119(3), Companies Act 2013).

"Officer who is in default" is a defined term. It includes a whole-time director and key managerial personnel, and also any person who, under the immediate authority of the Board or a key managerial personnel, is charged with maintenance of records and knowingly permits or fails to prevent the default (s.2(60), Companies Act 2013). So the finance manager or the person who keeps the records can be caught, not only the directors.

On top of the penalty, the member can go to the Tribunal. In case of refusal or default, the Tribunal may, without prejudice to the penalty, direct an immediate inspection of the minute books, or direct that the copy be sent forthwith to the person asking for it (s.119(4), Companies Act 2013).

The Act words the penalty as applying "for each such refusal or default" (s.119(3), Companies Act 2013). Do not assume one penalty will cover a refusal of inspection and a failure to send the copy together.

What not to do

• Do not stall. "The board will decide" is not an answer to a s.119 request. The law gives the member the right. It does not give the board a veto.
• Do not ask for a reason. The section has no purpose test.
• Do not charge for inspection. It is free (s.119(1)(b)).
• Do not charge for a recent soft copy. The proviso to rule 26 makes it free for the preceding three financial years.
• Do not overcharge. Never above ten rupees per page or part of a page, and never above what the articles say (rule 26).
• Do not cut inspection hours below two hours a business day (s.119(1)(b)).
• Do not alter, back-date or "tidy" minutes after the request. A person found guilty of tampering with the minutes is punishable with imprisonment for a term which may extend to two years and with fine of not less than ₹25,000, which may extend to ₹1 lakh (s.118(12), Companies Act 2013).
• Do not hand over board minutes on a s.119 request without thinking. They are a different book with a different regime.

What to do now

Have a CA review your facts before you act or file.

FAQs

Can a shareholder inspect the minutes of a board meeting under this section?
Section 119 covers the books of general meetings and postal ballots. Board and committee minutes are kept as separate minute books (rule 25(1)(a), Companies (Management and Administration) Rules 2014). If a member asks for those, do not treat it as a s.119 request. Get advice first.

Can we charge for inspection?
No. Inspection is "without charge" (s.119(1)(b), Companies Act 2013). Only a copy may carry a fee.

What is the most we can charge for a copy?
The sum your articles specify, but not more than ten rupees for each page or part of a page (rule 26, Companies (Management and Administration) Rules 2014). A soft copy of minutes of general meetings from the three preceding financial years is free if the member asks for it.

Our articles say inspection is only on Wednesday afternoons. Is that fine?
Probably not. The Act allows reasonable restrictions in the articles or by a general meeting, but not less than two hours in each business day must be allowed for inspection (s.119(1)(b), Companies Act 2013). A single weekday does not meet that floor.

The minutes of last year's AGM have not been signed yet. What do we do?
Minutes are to be entered and signed within thirty days of the meeting (s.118(1), Companies Act 2013; rule 25(1)(b)(i) and (d)(ii), Companies (Management and Administration) Rules 2014). If that has slipped, s.118(11) provides a penalty of ₹25,000 on the company and ₹5,000 on each officer in default. Take advice on how to regularise it. Do not back-date anything.

Does a demat shareholder count as a member?
Yes. A person holding shares whose name is entered as a beneficial owner in the records of a depository is a member (s.2(55)(iii), Companies Act 2013).

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See Also

• Section 118: minutes — the 30-day rule and what can be left out
• The new Income-tax Act from 1 April 2026: what changes for a company
• Company shown Active non-compliant, what is blocked?