Section 94: where registers are kept and who may inspect them

Introduction

Records are kept at the registered office. They may be kept at another place in India where more than one-tenth of the members reside, if a special resolution approves it.

The Companies (Amendment) Act, 2017, section 25, in force from 13 June 2018 under S.O. 2422(E), removed the earlier requirement to give the Registrar a copy of the special resolution in advance. It also allowed prescribed particulars to be withheld from inspection and copying.

Key takeaways

Where registers and returns are kept

The registers under section 88 and copies of annual returns filed under section 92 are kept at the registered office. Under the first proviso, they may also be kept at any other place in India where more than one-tenth of the total number of members in the register of members reside, if approved by a special resolution passed at a general meeting. The second proviso leaves the retention period to the rules.

• India Code — consolidated Companies Act, 2013, section 94
• eGazette — Companies Act, 2013 (18 of 2013), as enacted
• eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
• eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
• eGazette — S.O. 2422(E), 13 June 2018 (commencement of Act 1 of 2018, sections 22, 24, 25, 26 and 71)
• eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)

Inspection, extracts and copies

Except while closed under the Act, the registers, their indices and copies of returns are open during business hours to any member, debenture-holder, other security holder or beneficial owner without fee, and to any other person on the prescribed fee. Any of them may take extracts without fee, or require a copy on payment of the prescribed fee. The proviso allows prescribed particulars to be withheld from inspection and copying. Rule 14 of the Companies (Management and Administration) Rules, 2014 deals with inspection of registers and returns.

Refusal and Central Government orders

If inspection, an extract or a copy is refused, the company and every officer in default are liable, for each default, to a penalty of one thousand rupees for every day the refusal continues, up to one lakh rupees (sub-section (4)). The Central Government may also order immediate inspection or direct that the extract be allowed forthwith (sub-section (5)).

Practical preparation

Keep the registers and return copies at the registered office, or pass a special resolution for an alternative place that meets the one-tenth test. Check the prescribed retention period and fees. Log every inspection and copy request with the date it was handled, and identify any particulars the rules exclude from inspection.

Practical checklist

Glossary

Index

The index to a register of members or security holders, open to inspection with the register.

Special resolution

A resolution passed with the majority set out in section 114(2).

Frequently asked questions