A company may close its register of members or debenture – holders and other security holders according to Section 91 of the Companies Act, 2013. Rule 10 of the Companies (Management and Administration) Rules 2014 prescribes related procedures.

A company may close the register of members or the register of debenture – holders or the register of other security holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time. The Company shall give a previous notice of at least seven days or such lesser period as may be specified by Securities and Exchange Board for listed companies or the companies which intend to get their securities listed, in such manner as may be prescribed.

The notice shall be given by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.

If the register of members or of debenture-holders or of other security holders is closed without giving the notice or after giving shorter notice than that so provided, or for a continuous or an aggregate period in excess of the limits specified, the company and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for every day subject to a maximum of one lakh rupees during which the register is kept closed.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.



  1. Greetings from KL AishMGhrana, I read your blog with great interest as what you are publishing is ‘up my alley! I am a corporate solicitor handling a verity of companies here is Malaysia, a registered member of the Companies Commission of Malaysia. I would like to post a question : In the event a director is accused of breaching his fiduciary duties (example – if accused of transferring shares to himself) can you ‘point me in the right direction ‘ where I can find latest cases where the judge did not find the accused guilty of his fiduciary duty? I am raising a ‘reasonable man’s test’ is this discussion

    Thanking you in advance, Zarina


  2. Pingback: Index of Companies Law Posts | AishMGhrana

  3. in this section while counting the days the 1st and the last date shall be excluded or not?
    as per general clause


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