Can a Director Demand a Copy of the Board Meeting Recording?

Since board meetings moved online, a question I am now asked regularly by directors, promoters and fellow Company Secretaries is this: "Can a director insist on a copy of the video recording of a board meeting?"

The short answer: no provision expressly gives a director the right to a copy, and even the right to inspect the recording is not spelt out in terms. But the law requires the proceedings of Board meetings held through video conferencing to be recorded and preserved as company records, and strong arguments support a director's access to the recording while the company is required to retain it. Whether a copy is handed over is a governance decision, and the caution that decision demands rises as we move from a private company to an unlisted public company to a listed entity.

The request usually surfaces at an uncomfortable moment: a disagreement over how the draft minutes capture a discussion, a dissent that a director feels was diluted, or a relationship heading towards the NCLT. That is exactly when the Board and the Company Secretary need to respond correctly.

The legal framework that applies to every company:

The recording obligation is statutory. Section 173(2) of the Companies Act, 2013 permits participation through video conferencing or other audio-visual means only where the facility can record and recognise the participation of directors and record and store the proceedings with date and time. Rule 3(2)(d) of the Companies (Meetings of Board and its Powers) Rules, 2014 then requires the Chairperson and the Company Secretary to store and mark the recording as part of the records of the company, at least until the audit of that financial year is completed.

Three consequences follow:

1.      The recording is a record of the company. It is not the personal property of the Chairperson or the Company Secretary. A director's right to inspect company records, which flows from the duty of care and diligence under Section 166 and is consistently recognised as necessary for a director to discharge that duty, should on a sound reading extend to it.

2.      The mandatory retention period is short. Once the audit for the year is complete, the company may delete the recording, unless its own policy requires longer retention or litigation is reasonably anticipated.

3.      Minutes still prevail. Under Section 118(8), minutes kept in accordance with that section are evidence of the proceedings. The recording does not replace them; it is the reference against which their accuracy can be tested.

The draft minutes window is where the recording matters most. For meetings held through video conferencing, Rule 3(12)(a) requires draft minutes to be circulated within fifteen days, and under Rule 3(12)(b), each director who attended must confirm or comment on their accuracy in writing within seven days, failing which approval is presumed. SS-1, paragraph 7.4, lays down the same timelines for all Board meetings, for directors whether present at the meeting or not. A director who believes his view or dissent has not been fairly recorded has a narrow, seven-day window and a legitimate need to check the recording within it.

SS-1 requires recording but is silent on access to it. SS-1 requires the proceedings of meetings in which directors participate through electronic mode to be recorded and the recordings to be kept safely (paragraphs 4.1.3 and 5.1.2), and deems them to be made at the venue stated in the notice (paragraph 1.2.2). On access, however, it speaks only of minutes. A director may inspect the minutes of meetings held before his directorship, and those held during it even after he ceases to be a director (paragraph 7.7.1), and is entitled to copies of those minutes (paragraph 7.7.2). Nothing in SS-1 deals with inspecting or copying the recording, and Section 118(10) makes SS-1 mandatory only to the extent of what it says. Since SS-1 extends its principles to meetings of Committees of the Board, the same questions arise for committee recordings; in a listed company, Audit Committee recordings are often the most sensitive of all.

There is no specific statutory right to a copy. Section 128(3), read with the definition of "book and paper" in Section 2(12), which covers documents and minutes maintained in electronic form, offers an arguable route to inspection, though the section is framed around financial records and its application to a meeting recording is untested. It confers inspection, not copies. Section 119 gives members access only to general meeting minutes.

Private limited company:

Rule 3 applies in full; the June 2015 exemption notifications by MCA for private companies do not relax it. A director has a strong case to view the recording during the retention period. A copy is at the Board's discretion, unless the Articles or a shareholders' agreement say otherwise. In JV and PE-backed companies, the SHA often gives nominee directors wide information rights, and those rights will usually decide the question.

In practice, most such requests come from closely held or family companies heading into a dispute. An unexplained refusal to consider a director's request may raise governance concerns, particularly where the request relates to the accuracy of minutes, the recording of dissent or a pending dispute. In a petition under Sections 241 and 242, the NCLT may direct the company to preserve or produce the recording.

My advice: allow viewing promptly. Give a copy where the request relates to finalising the minutes or the Board is comfortable doing so. And once a dispute is visible, preserve the recording well beyond the audit cut-off; deleting it at that stage invites an adverse inference.

Public limited (unlisted) company:

The legal position is the same as for a private company, but governance expectations are higher, particularly where independent directors or nominee directors of lenders and investors sit on the Board.

Confidentiality also deserves more thought. The recording captures the words, voices and faces of other directors and invitees. Under the Digital Personal Data Protection Act, 2023, these are personal data. The substantive obligations under the Act and the DPDP Rules, 2025 come into force in a phased manner, with most of them operative from May 2027, so this is the right time for Boards to build recordings into their data governance. Sharing a recording within the Board for a legitimate governance purpose may be justifiable; releasing a copy should still be a deliberate and documented decision.

My advice: adopt a Board-approved policy on retention and access. A sensible policy allows viewing at the company's office premises or through secure, view-only streaming, provides a copy of the relevant portion on a reasoned request against a written confidentiality undertaking, and logs every access.

Listed company:

The Companies Act position does not change, and SEBI LODR does not require Board meeting recordings to be shared or disclosed. What changes is the risk.

UPSI is the real concern. A Board recording almost always carries unpublished price sensitive information: financial results, fund raising, acquisitions, major contracts, or items deferred to a later meeting. A director is already an insider, but a downloadable copy creates a durable leakage risk. Under the SEBI (PIT) Regulations, 2015, UPSI may be communicated only for legitimate purposes, performance of duties or discharge of legal obligations, and Regulation 3(5) requires the Structured Digital Database to capture the nature of the UPSI and the persons with whom it is shared. Exchange guidance treats sharing within the organisation as part of that flow. Handing out a copy without an SDD entry is therefore a compliance gap. Once an outcome is disclosed to the exchanges it ceases to be UPSI, but the recording may still hold deliberations that have not been, and never will be, published.

Independent directors deserve particular care. Schedule IV expects independent directors to seek clarification and amplification of information, and Regulation 25(4) requires them to assess the quality, quantity and timeliness of information flowing to the Board. Section 149(12) limits an independent director's liability in respect of acts or omissions of a company that occurred with his knowledge, attributable through Board processes, and with his consent or connivance, or where he had not acted diligently. The recording may be the clearest evidence of what an independent director knew, questioned and objected to. Refusing access to it sits poorly with the protection the law is built on, especially when the director intends to record a dissent or is weighing resignation, where the reasons must reach the exchanges under Regulation 30.

My advice: provide access in a controlled, view-only mode at the company's office premises. Obtain a specific confidentiality and PIT undertaking, and make the SDD entry. Where an independent director is located elsewhere, a secure, logged view-only session is a reasonable alternative to a copy.

At a glance:

What Boards and Company Secretaries should do now:

1.      Do not reject a director's request without a reasoned assessment. Consider the purpose of the request, the director's duties, applicable statutory and contractual rights, confidentiality, sensitive information and the availability of a secure inspection arrangement. Record the reasons for the decision and consider whether controlled access or a relevant extract would address the legitimate concern.

2.      Adopt a VC recording retention and access policy. Cover the retention period (ideally longer than the audit cut-off), who may access recordings, the mode of access, copy protocols, and preservation when litigation is anticipated.

3.      Use the seven-day window. Where the request concerns the draft minutes, resolve it within the Rule 3(12) and SS-1 comment period, using the recording as the reference.

4.      Preserve recordings so they stand up as evidence. If a recording may be relied on in proceedings, preserve the original recording, maintain appropriate integrity checks and a documented chain of custody, and retain the information needed to support any certificate required under Section 63 of the Bharatiya Sakshya Adhiniyam, 2023.

5.      Treat any recording as a company record. If a physical meeting is recorded voluntarily, the company should apply appropriate confidentiality, access, security and preservation controls. The specific statutory recording requirement in Rule 3(2)(d) concerns meetings conducted through video conferencing or other audio-visual means; it does not automatically extend to every voluntary recording of a physical meeting. A strong view, however, exists that the same principles should apply. Note also that a meeting held physically with even one director joining through video conferencing is a meeting through electronic mode, and the recording requirements then apply in full.

The recording is a tool for accuracy and accountability, not a weapon. Boards that settle the access question in a policy, before a dispute arises, rarely have to argue it in a tribunal.

How does your Board handle these requests today? I would value your experience in the comments.

Sandeep Lakhotia

FCS, FCA

Sandeep Lakhotia & Associates, Company Secretaries

28+ years advising boards, promoters and KMPs on regulatory matters

www.sandeeplakhotiaassociates.com

This analysis reflects my professional reading of the framework and is not legal advice. There is no settled case law on this precise question; the applicability of inspection rights to a particular recording should be assessed in light of the specific facts, the company's constitutional documents, contractual rights and any relevant proceedings.