Companies Act Section 91 — Power to close register of members or debenture-holders or other security holders
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) allows a company to close its register of members, debenture-holders, or other security holders for a total of up to forty-five days in a year, but not for more than thirty days at any one time. Before closing the register, the company must give at least seven days' prior notice, unless the Securities and Exchange Board specifies a shorter notice period for listed companies or companies that intend to get their securities listed. The notice must be given in the manner prescribed.
Sub-section (2) states that if the register is closed without giving the required notice, or with a shorter notice than required, or for a period that exceeds the limits set in sub-section (1), then the company and every officer of the company who is in default will have to pay a penalty of five thousand rupees for each day the register remains closed, up to a maximum of one lakh rupees.
Official Text
(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.
(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.