Copy of board resolution

i am shareholder of Listed company, i want copy of board resolution passed four years back. but company refuse to provide the same by mentioning as per sec 119 CA 2013 only general meeting reslolution provided and not the Board meetning. How can i get it whether fro company or from MCA etc 

 

pls guide

Replies (3)

1.Request from the company: As a shareholder, you have the right to request certain documents from the company. Your request under the relevant sections of the companies Act,2013, and the Securities and Exchange Board of India (Listing obligations and Disc losure Requirements ) Regulations, 2015.

2.Section 119 of the Companies Act, 2013: This section deals with the inspection of documents my members. However, it primarily pertains to the register of members, debenture holders, and other records. For board resolutions, you might need to refer to other sections or regulations.

3.Right to information under the companies act: Shareholders have the right to inspect certain documents, including board resolutions under the companies Act.

4.MCA21 Portal: You can search for the companiy's documents, including board resolutions, if they are available on the portal.

5.SEBI's Listing Regulations, 6. Legal action: you can file a complaint with the National Company Law Tribunal (NCLT). 

Shareholder seeking a copy of a board resolution:

• Shareholders have a statutory right to inspect and get copies of minutes of general meetings (Sec 119), not board meeting minutes. A company can lawfully refuse copies of board resolutions to a shareholder.

• Board resolutions filed with the ROC (MGT-14 for specified matters) can be accessed through MCA's public view of documents.

• For listed companies, outcomes of board meetings are disclosed to stock exchanges under SEBI LODR.

Section 119 of the Companies Act, 2013 gives members a right to inspect and obtain copies of general-meeting minutes, not Board-meeting minutes. A shareholder therefore cannot ordinarily compel the company to provide a Board resolution under that section. Board minutes are also subject to statutory confidentiality protections; a listed-company status does not, by itself, create a general shareholder right to inspect them.

  • Check the company’s annual reports, stock-exchange filings and announcements, and the relevant exchange’s corporate-filings page. If the decision was material, the company may have disclosed it under SEBI LODR requirements.
  • MCA filings may contain the resolution only where it was required to be filed—for example, certain resolutions under section 117. Search the company’s public filings on MCA; Board resolutions are not generally available there merely because they were passed.
  • If no public disclosure exists, write to the company secretary asking for the resolution or the relevant extract and the basis for withholding it. If the matter concerns a specific transaction or disclosure obligation, state that context; a complaint to the stock exchange or SEBI may be relevant if you believe a required disclosure was omitted, but it will not necessarily provide Board minutes.

This request can be handled alongside routine corporate-secretarial and disclosure checks. Manual review across company records, MCA filings and exchange disclosures is difficult; automation can reduce repetitive work while professional judgment remains in control. At Jir AI, our 2,000+ AI agents and 650+ integrations streamline GST, ITR, TDS, TCS and other compliance workflows, helping reduce manual workload by up to 70%. For a walkthrough of how Jir AI can support your compliance workflow, message us on WhatsApp: https://wa.me/message/3HVOZ7HIY4ESC1

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