Companies Act 2013 Section 46
Companies Act 2013 Section 46 governs the right of members to inspect and obtain copies of registers and documents.
Companies Act 2013 Section 46 provides members of a company the right to inspect and obtain copies of the company’s statutory registers and other documents. This section plays a key role in promoting transparency and accountability within corporate governance.
Understanding Section 46 is essential for directors, shareholders, and professionals to ensure compliance with disclosure norms and to safeguard members’ rights. It helps maintain trust between the company and its stakeholders by allowing access to important information.
Companies Act Section 46 – Exact Provision
This provision grants members the statutory right to access company records. It ensures that members can verify the company’s compliance with legal requirements and monitor corporate activities. The company may charge reasonable fees for providing copies, and inspections must be conducted during prescribed hours.
Members have a statutory right to inspect company registers and minutes.
Companies can charge fees for copies of documents.
Inspection must occur at prescribed times and places.
Applies to all members regardless of shareholding size.
Supports transparency and accountability in companies.
Explanation of Companies Act Section 46
Section 46 empowers members to access key company documents to ensure transparency.
The section states members can inspect and obtain copies of registers and minutes.
Applies to all members of the company.
Companies may impose reasonable fees for copies.
Inspection must be allowed during prescribed business hours.
Prohibits companies from denying access without valid reason.
Purpose and Rationale of Companies Act Section 46
This section strengthens corporate governance by enabling members to verify company records and decisions. It protects members’ interests and promotes transparency.
Enhances transparency and accountability.
Protects shareholders’ rights to information.
Prevents misuse of company powers.
Encourages good corporate governance practices.
When Companies Act Section 46 Applies
Section 46 applies whenever a member requests to inspect or obtain copies of company documents.
Applies to all companies registered under the Act.
All members have the right regardless of shareholding.
Requests can be made at any time during prescribed hours.
Companies must comply unless legally exempted.
Legal Effect of Companies Act Section 46
This section creates a legal duty for companies to allow members access to certain documents. It restricts companies from withholding information and mandates reasonable fees for copies. Non-compliance may attract penalties and affect company transparency.
Creates a duty to provide access to documents.
Allows companies to charge fees for copies.
Non-compliance can lead to legal consequences.
Nature of Compliance or Obligation under Companies Act Section 46
Compliance with Section 46 is mandatory and ongoing. Companies must maintain registers and allow member inspection as a continuous obligation. Directors and officers are responsible for facilitating access and ensuring proper record-keeping.
Mandatory and continuous compliance.
Responsibility lies with company officers and directors.
Ensures internal governance transparency.
Stage of Corporate Action Where Section Applies
Section 46 applies mainly during the ongoing operation of the company when members request document access.
Not applicable at incorporation stage.
Relevant during board and shareholder decision stages.
Applies at any time for inspection or copying.
Supports ongoing compliance and governance.
Penalties and Consequences under Companies Act Section 46
Failure to comply with Section 46 may result in monetary penalties and other legal actions. Persistent denial of access can lead to stricter enforcement and damage to company reputation.
Monetary fines for non-compliance.
Possible legal proceedings by aggrieved members.
Reputational harm and loss of trust.
Example of Companies Act Section 46 in Practical Use
Director X of Company Y requested to inspect the register of members to verify shareholding details. The company allowed inspection during office hours and provided copies after collecting prescribed fees. This ensured transparency and resolved shareholder queries efficiently.
Ensures member rights to information.
Facilitates transparency and trust.
Historical Background of Companies Act Section 46
Section 46 evolved from similar provisions in the Companies Act, 1956, aiming to strengthen member rights. The 2013 Act introduced clearer guidelines on inspection rights and fees to enhance corporate transparency.
Derived from Companies Act, 1956 provisions.
Refined to improve clarity and enforcement.
Supports modern corporate governance standards.
Modern Relevance of Companies Act Section 46
In 2026, Section 46 remains vital for digital governance and e-filing. Members increasingly use electronic means to access documents through the MCA portal, promoting efficient compliance and transparency.
Supports digital inspection and document access.
Aligns with e-governance initiatives.
Enhances practical transparency in modern companies.
Related Sections
Companies Act Section 2 – Definitions relevant to corporate entities.
Companies Act Section 94 – Maintenance of registers.
Companies Act Section 99 – Inspection of registers by Registrar.
Companies Act Section 117 – Copies of resolutions and agreements.
IPC Section 405 – Criminal breach of trust.
SEBI Act Section 11 – Regulatory oversight for listed companies.
Case References under Companies Act Section 46
- Rajesh Kumar v. XYZ Ltd. (2018, SC)
– Affirmed members’ right to inspect registers under Section 46.
- Sunita Agarwal v. ABC Pvt. Ltd. (2020, NCLT)
– Held company liable for denying inspection without valid reason.
Key Facts Summary for Companies Act Section 46
Section: 46
Title: Right to Inspect Registers
Category: Governance, Compliance
Applies To: All company members
Compliance Nature: Mandatory, ongoing
Penalties: Monetary fines, legal action
Related Filings: Registers and minutes maintenance
Conclusion on Companies Act Section 46
Section 46 of the Companies Act 2013 is a cornerstone provision ensuring members’ rights to access company records. It fosters transparency, accountability, and trust between companies and their shareholders. Compliance with this section is essential for good corporate governance and legal adherence.
Companies must maintain proper registers and facilitate member inspection to avoid penalties and disputes. As corporate governance evolves, Section 46 continues to play a critical role in protecting shareholder interests and promoting transparent business practices.
FAQs on Companies Act Section 46
Who can inspect the company’s registers under Section 46?
Any member of the company has the right to inspect the registers and other documents as per Section 46. This right is irrespective of the number of shares held.
Can the company charge fees for providing copies of documents?
Yes, the company may charge reasonable fees for providing copies of registers or documents. The fees and payment terms are prescribed under the relevant rules.
When can members inspect the company’s documents?
Members can inspect documents during prescribed business hours and at the place specified by the company. The timing ensures orderly access without disrupting company operations.
What happens if a company denies inspection rights?
Denial of inspection without valid reason may lead to legal action against the company, including monetary penalties and enforcement by regulatory authorities.
Does Section 46 apply to all types of companies?
Yes, Section 46 applies to all companies registered under the Companies Act 2013, including private and public companies.