Section 91: Power to close register of members or debenture-holders or other security holders
Companies Act, 2013 · Chapter VII: Management And Administration · In force
This section allows companies to close their registers of members or security holders for certain periods, with rules on notice and penalties for non-compliance.
Penalty
(2) If the register of members or of debenture-holders or of other security holders is closed without giving the notice as provided in sub-section (1), or after giving shorter notice than that so provided, or for a continuous or an aggregate period in excess of the limits specified in that sub-section, 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.
The section, clause by clause
What the section says
In plain terms
(1)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, subject to giving of 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.
A company can close its register of members or security holders for up to 45 days a year, in periods not exceeding 30 days, after giving at least 7 days notice.
(2)If the register of members or of debenture-holders or of other security holders is closed without giving the notice as provided in sub-section (1), or after giving shorter notice than that so provided, or for a continuous or an aggregate period in excess of the limits specified in that sub-section, 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.
If a company closes its register without proper notice or for too long, it and its officers can be fined 5,000 rupees per day, up to 1 lakh rupees.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
1. Subs. by Act 29 of 2020, s. 19, for sub-section (11) (w.e.f. 21-12-2020).
2. Clause (c) omitted by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
3. The words “indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them” omitted by s. 23, ibid (w.e.f. 5-3-2021).
Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.