The Companies Act, 2013, prescribes the maintenance of Statutory Registers by the Companies and lays down the conditions for inspection and providing extracts of registers/ returns to members. The provisions pertaining to the same are elaborated below:
Register of Investments:
Section 187(3)
“Where in pursuance of clause (d) of sub-section (2), any shares or securities in which investments have been made by a company are not held by it in its own name, the company shall maintain a register which shall contain such particulars as may be prescribed and such register shall be open to inspection by any member or debenture-holder of the company without any charge during business hours subject to such reasonable restrictions as the company may by its articles or in general meeting impose.”
The above Section provides only for inspection of the register and does not prescribe the provision of extracts to the members. Hence, the members may inspect the register but shall not be entitled to be sent extracts of the same, subject to restrictions in Articles of Association.
Register of Contracts:
Section 189(3)
“The register referred to in sub-section (1) shall be kept at the registered office of the company and it shall be open for inspection at such office during business hours and extracts may be taken there from, and copies thereof as may be required by any member of the company shall be furnished by the company to such extent, in such manner, and on payment of such fees as may be prescribed.”
Rule 16 of the Companies (Meetings of Board and its powers) Rules, 2014
“The company shall provide extracts from such register to a member of the company on his request, within seven days from the date on which such request is made upon the payment of such fee as may be specified in the articles of the company but not exceeding ten rupees per page.”
The above Section read with Rules prescribe that in order to receive a copy of the register, the condition precedent is that the person seeking a copy should have inspected the register. Hence, if the Member has not inspected the register, they shall not be entitled to receive a copy of the same.
General Meetings Minute Book – AGM and EGM
Section 119 (2)
“Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, and on payment of such fees as may be prescribed, with a copy of any minutes referred to in sub-section (1).
If any inspection under sub-section (1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each such refusal or default, as the case may be.”
Rule 26 Companies (Management and Administration) Rules, 2014
“Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, on payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page:
Provided that a member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding three financial years shall be entitled to be furnished, with the same free of cost.”
As per the above, a member shall be entitled to inspect and to be sent the copy of the minutes.
Annual Return filed with Registrar Of Companies
Rule 14 Companies (Management and Administration) Rules, 2014
“Copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at such 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 and by any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding fifty rupees for each inspection.
Any such 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 such 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 such fee.”
The above Rules prescribe that in order to receive a copy of the return, the condition precedent is that the person seeking a copy should have inspected the return. Hence, if the Member has not inspected the return, they shall not be entitled to receive a copy of the same.
Register of Directors and Director’s Shareholding Register
Section 170 and 171
The register kept under sub-section (1) of section 170 –
Shall be open for inspection during business hours and the members shall have a right to take extracts there from and copies thereof, on a request by the members, be provided to them free of cost within thirty days; and
Shall also be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting.
If any inspection as provided in clause (a) of sub-section (1) is refused, or if any copy required under that clause is not sent within thirty days from the date of receipt of such request, the Registrar shall on an application made to him order immediate inspection and supply of copies required there under.
As prescribed above, a member shall be entitled to receive extracts of the register free of cost.
Register of Members
Section 88
Rule 14 Companies (Management and Administration) Rules, 2014
“The registers and indices maintained pursuant to section 88, shall be open for inspection during business hours, at such 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 and by any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding fifty rupees for each inspection.
Any such 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 such 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 such fee.”
The above Rules prescribe that in order to receive a copy of the register, the condition precedent is that the person seeking a copy should have inspected the register. Hence, if the Member has not inspected the register, they shall not be entitled to receive a copy of the same.
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Hi Shazia Shabnam
I have gone through your article and need a small clarification from you on the following:
At the conclusion, you wrote as below:
“The above Rules prescribe that in order to receive a copy of the register, the condition precedent is that the person seeking a copy should have inspected the register. Hence, if the Member has not inspected the register, they shall not be entitled to receive a copy of the same”
But Rule 14 of Companies (Management and Administration) Rules 2014, does not put any condition on any member / any other person to conduct an inspection before requesting for a copy of the records. If you could clarify us, it will be more helpful to us while dealing with non-members.
Thanks in Advance
Karthik