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Chapter – 18 (Manual – 17)
Other Useful Information
A. CORPORATE SECRETARIAT
THE INCONSISTENCY OF RTI ACT WITH THAT OF OTHER ACTS, RULES, &
REGULATIONS
There are certain provisions of the Companies Act, 1956.
This is one of the important statute applicable to the Company;
On examination of the provisions of the Right to Information
Act, 2005 vis-à-vis the provisions contained in the Companies
Act, 1956 the following inconsistencies were found;
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Provisions of the Companies Act,1956 |
The inconsistency |
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209(4A) |
Preservation of Books of accounts:
The books of
Accounts need to be preserved for a period of eight years
as per Section 209(4A) of the Companies Act, 1956 ( the
Act). In the case of a Section 25 Company, Central
Government has granted exemption in this regard and that
such a Company ( Section 25 Company) is required to preserve
Books of Accounts for a period four years instead of
eight years (S.O. no. 1578).
As per the requirements Section
8(3) of RTI Act, documents pertaining to a period of 20
years back, may be asked for inspection. Companies that have
already destroyed the books of accounts in terms of present
provisions of the Companies Act,1956 would not be in a
position to avail those records for inspection in terms of
RTI Act. |
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Companies (Preservation and Disposal of
Records) Rules,1966
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The Rule allows for destroying records of the
Company at an earlier date than twenty years. Companies that
have already destroyed the records in terms of this Rule;
may not be in a position to show the old records pursuant to
provisions of RTI Act.
Some of the
instances are as under;
Register / document
Time Period
1. Register
of Debenture Holders- 15 years after
redemption of
Debentures
2. Index of
Debenture Holders- 15 years after
redemption of
Debentures
3. Copies of Annual Return filed -
Eight Years from
with Registrar of Companies
the date of filing with
the
Registrar . |
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®Section 209(4), 209(A) of the Act.
® Part IX of Memorandum of Association
® Article 72 of Articles of Association
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Inspection of Books of
Accounts
Companies
Act, 1956 does not envisage inspection of books of accounts
of the Company by general public, though provisions are
there for inspection by Directors, Registrar of Companies
and officers authorised in this respect by the Central
Government.
Part IX of
the Memorandum of Association also allows inspection of
books of accounts by the Directors of the Company.
Hence, these provisions of the Companies Act and that of
Memorandum & Articles of Association of the Company are
inconsistent with the provisions of the Right to Information
Act, 2005. |
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Section 196 of the Act and views of
Department of Company Affairs. |
Inspection
of Minutes of General Meetings and that of Board Meetings:
In respect of Minutes of General Meetings; the Companies
Act, 1956 allows the same to be inspected by members of
the Company and that extracts of such minutes may be
provided. The fee provided for providing extracts of such
minutes is Re 1/- for every one hundred word. However, this
is subject to changes and modifications from time to time.
In respect of minutes of Board
Meetings,
Department of Company affairs is of the
following view-
“The Companies Act,1956 contains no provision
either specifically permitting or prohibiting inspection
by/or supply of copies to the shareholders of a Company of
the minutes of the meetings of the Board. This Department is
of the view that unless the Articles of Association provide
to the contrary, a shareholder has no right of inspection or
obtaining copies of minutes of its Board meetings. [Letter
no. 8/15(169)/63-P.R., dated 11-12-1963].”
It may be noted that in view of the above; the general
public don’t have a right to inspect the minutes of General
Meetings or Board Meetings of the Company. However,
this would be inconsistent with the provisions contained in
the Right to Information Act, 2005. |
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Statutory Registers |
There are
various registers maintained with the Company pursuant to
the requirements of Statutes and so, referred to as
Statutory Registers.
Provisions
have been made regarding the inspection and obtaining
extracts of such registers by such persons as authorised in
that regard by provisions of the Companies Act, 1956.
Some of
these registers are as under; |
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Section 163
of the Act |
Annual
Returns filed with Registrar of Companies along with
certificates enclosed thereto |
No fee
is charged from members of the Company for inspection of
these documents.
Others are
charged fee as per Rule 21A of Companies (Central
Government’s) General Rules and Forms,1956. |
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Section 150,
151, 152 of the Act |
®Register of
Members
®Index of
Members
®Register of
Debenture
Holders |
No fee is
charged from members of the Company / Debenture holders for
inspection of these documents.
Others are
charged fee as per Rule 21A of Companies (Central
Government’s) General Rules and Forms,1956. |
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Section 301,
Section 304,
and
Section 307
of the Act |
®Register of
Contracts in which Directors are interested
®Inspection
of Register of Directors, Managing Directors, Manager and
Secretary
®Register of
Directors’ Shareholding |
® same as
the register u/s 163
® may be
inspected without fee by members. Re 1/- for each inspection
by others.
®Inspection
by members and Debenture holders Only.
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LIST OF
INFORMATION WHICH ARE PROPOSED TO BE WITHHELD FROM THE PUBLIC
1. Minutes of Board meeting of the company.
2. Part of a document where law or regulation prohibits the
company from providing the part or portion of a document.
3. Books of Account and vouchers
4. Noting side of the file
5. Personnel/medical details and officers or employees submitted
as part of documents for medical reimbursement.
6. Annual Confidential Report (ACRs) of officers and employees.
7. Records, Correspondence, Proceeding etc during the decision
making process (disclosing such information may influence or
affect the decision).
8. All information related to recruitment and appointment of
personnel during the process of selection and finalization of
appointment.
9. Minutes of selection committee/interview committee.
10. Disciplinary proceeding and vigilance cases initiated
against an officer or employee during the process of
investigation and decision.
11. Personal files of officers and employees.
12. The credential verification report received from the
inspecting officers in respect of Non Government Organisations
during the process of finalizing the decision for
sanction/release of loan.
13. Confidential reports received from other Government/Non
Government Departments for processing sanction of loan of NGOs
(disclosing such report to public may constitute breach of
trust).
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