PRESERVATION, INSPECTION AND COPY OF REGISTERS AND RETURNS

 Section 94 of the Companies Act, 2013 prescribes the registers and their indices and the copies of all the returns shall be open for inspection by any member, debenture-holder, other security holder or beneficial owner, during business hours without payment of any fees and by any other person on payment of fees.

Rule 14 of the Companies (Management and Administration) Rules 2014 deals in detail. The registers and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee. The reasonable time is a period of not less than two hours on every working day shall be considered by the company.

The inspection may also be made by any other person on payment of fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

Any member, debenture holder, security holder or beneficial owner or any other person may require a copy of any such register or entries therein or return on payment of fee as may be specified in the articles of association of the company but not exceeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of fee.

COPIES OF THE REGISTERS AND ANNUAL RETURN:

Section 94 of the Companies Act, 2013 further prescribes any such member, debenture-holder, other security holder or beneficial owner or any other person may—

(a)  take extracts from any register, or index or return without payment of any fee; or

(b) require a copy of any such register or entries therein or return on payment of such fees as may be prescribed.

Rule 14 of the Companies (Management and Administration) Rules 2014 deals in detail. Copies of the registers maintained under section 88 or entries therein and annual return filed under section 92 shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.

Maximum Fees for inspection:        Rs. 50/- per two hours

Maximum Fee for copy:                Rs. 10/- per page

The Articles of a company may prescribe lesser fees.

PRESERVATION OF REGISTER OF MEMBERS ETC. AND ANNUAL RETURN:

The register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose.

The register of debenture holders or any other security holders along with the index shall be preserved for a period of eight years from the date of redemption of debentures or securities and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose.

Copies of all annual returns prepared under section 92 and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of eight years from the date of filing with the Registrar.

The foreign register of members shall be preserved permanently, unless it is discontinued and all the entries are transferred to any other foreign register or to the principal register.

Foreign register of debenture holders or any other security holders shall be preserved for a period of eight years from the date of redemption of such debentures or securities. The foreign register shall be kept in the custody of the company secretary or person authorised by the Board.

COPY AT OTHER PLACE

Section 94 of the Companies Act, 2013 prescribe, these registers or copies of return may also be kept at any other place in India in which more than one-tenth of the total numbers of members entered in the register of members reside.  This should be approved by a special resolution passed at a general meeting of the company and the Registrar has been given a copy of the proposed special resolution in advance.

A copy of the proposed special resolution in advance to be filed with the registrar shall be filed with the Registrar, at least one day before the date of general meeting of the company in Form MGT – 14. {UPDATE: The Requirement for the advance copy of special resolution was effective from 1st April 2014 to 13th June 2018 and was omitted by The Comapnies Amendment Act, 2017 and the Companies (Managment and Administration) Second Amendment Rules, 2018}

We will discuss this Form in a future blog.

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