Article compiles Checklist for the application made under section 119 of Companies Act, 2013 for Refusal of Inspection of Minute Books of General Meeting together with NCLT Rules, 2016.
The constitution of NCLT (on June 01, 2016) as a single window mechanism which deals with Company Law related matter is a remarkable move as its aimed at providing speedy disposal of matters in an efficient manner.
Keeping in view these rules by aforesaid authority, a Member may apply to Tribunal for direction to the Company for inspection of minute-book of General Meeting.
– Rule 12 of Companies (Registration Office & Fees), Rules, 2014
– Rule 26 of The Companies (Management and Administration) Rules, 2014
Before going through this, have a quick look as to what section says (Section 119):-
The books containing the minutes of the Proceedings of any general meeting of a company or of a resolution passed by Postal Ballot, shall under section 119(1) –
(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.
The Minute Books of the proceedings of any General Meeting of a Company or of a resolution passed by postal ballot, shall be kept at the Registered Office of the Company and any member may inspect the Minute Books, during business hours, without paying any charge (subject to the AOA or in general meeting, impose, so) for atleast 2 hours in each business day.
|Penal Provision under section 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.
How to apply Tribunal for direction to the Company for inspection of minute-book of General Meeting.
Where any member has requested the company for inspection of minute-book of general meeting on payment of requisite fee and the company refused to give such inspection, he may apply to the Tribunal in Form No NCLT-9 for direction to the company for inspection of minute-book of general meeting (Rule 76 of NCLT Rules, 2016).
FORM NO. NCLT. 9
General Heading for Proceedings
Company Petition No ……. of 20 ….
Details of Application/ Petition:
Particulars of the applicant/ petitioner/ appellant:
i. Name of the applicant/ petitioner/ appellant
ii. Address of registered office of the applicant/ petitioner/ appellant
iii. Address of service of all notices
iv. Telephone/Fax Number and e-mail address, if any
Particulars of the respondent(s):
v. Name of the respondent(s).
vi. Office address of the respondent(s).
vii. Address of respondent(s) for service of all notices.
viii. Telephone/Fax Number and e-mail address, if any.
Application /Petition/ Appeal in the form of affidavit under Section ___ of the Act for……………….
I, ……………… solemnly affirm and say as follows:
1. I am the Managing Director or Chairman of the Board of Directors/a director/………. Of the above named company, and I have been a ________ of the company since……… 201….. [the capacity in which the deponent swears to the affidavit should be set out.]
2. I have read the petition now shown to me and state that the statements made in paragraph 1 to __ thereof are correct and true to my knowledge.
3. Facts of the order against which appeal or review is filed:
4. The facts of the case are given below: (give here a concise statement of facts and other grounds in a chronological order, each paragraph containing as neatly as possible as separate issue, fact or otherwise).
5. Jurisdiction of the Tribunal: The applicant/ petitioner/ appellant declares that the matter of application/petition/ appeal falls within the jurisdiction of the Tribunal.
6. – The applicant/ petitioner/ appellant further declares that the application/petition/ appeal is within the limitation as prescribed in the provision of section ___ read with section 433 of the Act.
7. Matter not pending with any other Tribunal etc. – The applicant/ petitioner/ appellant further declares that the matter regarding with this application/ petition/ appeal has been made is not pending before any Tribunal of law or any other authority or any other Tribunal.
8. Particulars in respect of the fee paid in terms of the Schedule of Fees of these rules.-
i. Amount of fees
ii. Name of the Bank on which Demand Draft is drawn or Online Payment is made
iii. Demand draft number
9. Details of Index.- An index containing the details of the documents to be relied upon is enclosed.
10. List of enclosures.-
11. It is therefore prayed that directions may please be given:
i. Relief(s) sought.- In view of the facts mentioned in paragraph 5 above, the applicant/ petitioner/ appellant prays for the following relief(s) (Specify below the relief(s) sought explained the grounds for relief(s) and the legal provisions, if any, relied upon).
ii. Interim order, if prayed for.- Pending final decision of application/ petition/ appeal, the applicant/ petitioner/ appellant prays for the following interim relief: (Give here the nature of the interim relief prayed for with reasons)
Dated this …………day of ………. 20….
(Signature of the applicant/ petitioner/ appellant)
Solemnly affirmed before me at _____ on this (month) … day of …. 20…..
Author – CS Ekta Maheshwari
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