Management & Administration | Corporate & Other Laws for CA Intermediate PDF Download

 Page 1


                           
   
 
 
MANAGEMENT AND ADMINISTRATION  
 

  Register of members [Section 88]: 
Rule 3 
 
Particular in register of members: Every company limited by shares, shall, 
from the date of its registration, maintain a register of its members in Form MGT 
– 1. 
In case of a company not limited by shares, the register shall contain the 
following particulars, in respect of each member–  
1. Name of the member, address (registered office address in case the member 
is a body corporate); email address; Permanent Account Number or 
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor – 
name of his guardian and the date of birth of the member, name and address 
of the nominee;  
2. Date of becoming the member; 
3. Date of cessation;  
4. Amount of guarantee, if any;  
5. Any other interest, if any; and o Instructions, if any, given by the member with 
regard to sending of notices, etc. 
Rule 4 Particular in register of debenture holder/any other security holder: Every 
company which issues or allots debentures or any other security shall maintain a 
separate register for debenture holder or security holder in Form– MGT–2. 
Rule 5 1. Time period for entries in register: As per Rule 5, entries have to be made in 
the Register within 7 days of the date of approval by the Board or Committee 
thereof by approving the allotment or transfer as the case may be. 
2. Place where register shall be maintained: Rule 5 also states that the 
registers shall be maintained at the registered office of the company unless a 
special resolution is passed in a general meeting authorising the keeping of the 
register at any other place within the city, town or village in which the registered 
office is situated or any other place in India in which more than 1/10th of the 
total members entered in the register of members reside. 
3. Other information also to be referred in register: Any order passed by the 
authority attaching the shares or relating to dividends is also required to be 
referred in the register of members. Hypothecation and pledge of shares is also 
required to be entered in the register of members. 
4. Updating of rewards of members: Rule 5 also states that the changes 
relating to the status of the member should be effectively captured and updated 
accordingly in the relevant register. If any change occur in the status of a 
member or debenture-holder or any other security holder whether due to death 
or insolvency or change of name or due to transfer to Investor Education 
Protection Fund or due to any other reason, entries shall be made in the 
respective registers. 
Rule 6 
 
Index of names: The maintenance of index is not necessary where the number 
of members is less than 50. It also states that the company shall make the 
necessary entries in the index simultaneously with the entry for allotment or 
transfer of any security in such Register. 
Register and index of beneficial owners maintained by a depository under section 
11 of the Depositories Act, 1996, shall be deemed to be the corresponding 
register and index for the purposes of this Act. 
Page 2


                           
   
 
 
MANAGEMENT AND ADMINISTRATION  
 

  Register of members [Section 88]: 
Rule 3 
 
Particular in register of members: Every company limited by shares, shall, 
from the date of its registration, maintain a register of its members in Form MGT 
– 1. 
In case of a company not limited by shares, the register shall contain the 
following particulars, in respect of each member–  
1. Name of the member, address (registered office address in case the member 
is a body corporate); email address; Permanent Account Number or 
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor – 
name of his guardian and the date of birth of the member, name and address 
of the nominee;  
2. Date of becoming the member; 
3. Date of cessation;  
4. Amount of guarantee, if any;  
5. Any other interest, if any; and o Instructions, if any, given by the member with 
regard to sending of notices, etc. 
Rule 4 Particular in register of debenture holder/any other security holder: Every 
company which issues or allots debentures or any other security shall maintain a 
separate register for debenture holder or security holder in Form– MGT–2. 
Rule 5 1. Time period for entries in register: As per Rule 5, entries have to be made in 
the Register within 7 days of the date of approval by the Board or Committee 
thereof by approving the allotment or transfer as the case may be. 
2. Place where register shall be maintained: Rule 5 also states that the 
registers shall be maintained at the registered office of the company unless a 
special resolution is passed in a general meeting authorising the keeping of the 
register at any other place within the city, town or village in which the registered 
office is situated or any other place in India in which more than 1/10th of the 
total members entered in the register of members reside. 
3. Other information also to be referred in register: Any order passed by the 
authority attaching the shares or relating to dividends is also required to be 
referred in the register of members. Hypothecation and pledge of shares is also 
required to be entered in the register of members. 
4. Updating of rewards of members: Rule 5 also states that the changes 
relating to the status of the member should be effectively captured and updated 
accordingly in the relevant register. If any change occur in the status of a 
member or debenture-holder or any other security holder whether due to death 
or insolvency or change of name or due to transfer to Investor Education 
Protection Fund or due to any other reason, entries shall be made in the 
respective registers. 
Rule 6 
 
Index of names: The maintenance of index is not necessary where the number 
of members is less than 50. It also states that the company shall make the 
necessary entries in the index simultaneously with the entry for allotment or 
transfer of any security in such Register. 
Register and index of beneficial owners maintained by a depository under section 
11 of the Depositories Act, 1996, shall be deemed to be the corresponding 
register and index for the purposes of this Act. 
                           
Rule 7 Foreign Register: A company may, if so authorised by its articles, keep in any 
country outside India, in such manner as may be prescribed, a part of the 
register, called foreign register containing the names and particulars of the 
members, debenture-holders, other security holders or beneficial owners residing 
outside India 
The company shall –  
1. Transmit to its registered office in India, a copy of every entry in any foreign 
register within 15 days after the entry is made; and 
2. Keep at such office a duplicate register for all the purposes of this Act, be 
deemed to part of the principal register. 
 
Power to close 
register of 
members or 
debenture-
holders or other 
security holders 
[Section 91] 
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 45 days in 
each year, but not exceeding 30 days at any one time, subject to 
giving of previous notice of at least 7 days. 
Annual return 
[Section 92] 
 
 Every company shall prepare a return (hereinafter referred to as 
the annual return) in the prescribed form containing the 
particulars as they stood on the close of the financial year 
regarding— 
a) its registered office, principal business activities, particulars of 
its holding, subsidiary and associate companies;  
b)  its shares, debentures and other securities and shareholding 
pattern; 
c) its indebtedness;  
d) its members and debenture-holders along with changes 
therein since the close of the previous financial year; 
e) its promoters, directors, key managerial personnel along with 
changes therein since the close of the previous financial year;  
f) meetings of members or a class thereof, Board and its 
various committees along with attendance details;  
g) remuneration of directors and key managerial personnel;  
h) penalty or punishment imposed on the company, its directors 
or officers and details of compounding of offences and 
appeals made against such penalty or punishment; 
i) matters relating to certification of compliances, disclosures as 
may be prescribed;  
such other matters as may be prescribed, and signed by a 
director and the company secretary, or where there is no 
company secretary, by a company secretary in practice. 
 The Central Government may prescribe abridged form of annual 
return for "One Person Company, small company and such other 
class or classes of companies as may be prescribed 
 Every company shall file with the Registrar a copy of the annual 
return, within 60 days from the date on which the annual general 
meeting is held or where no annual general meeting is held in any 
year within 60 days from the date on which the annual general 
meeting should have been held together with the statement 
Page 3


                           
   
 
 
MANAGEMENT AND ADMINISTRATION  
 

  Register of members [Section 88]: 
Rule 3 
 
Particular in register of members: Every company limited by shares, shall, 
from the date of its registration, maintain a register of its members in Form MGT 
– 1. 
In case of a company not limited by shares, the register shall contain the 
following particulars, in respect of each member–  
1. Name of the member, address (registered office address in case the member 
is a body corporate); email address; Permanent Account Number or 
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor – 
name of his guardian and the date of birth of the member, name and address 
of the nominee;  
2. Date of becoming the member; 
3. Date of cessation;  
4. Amount of guarantee, if any;  
5. Any other interest, if any; and o Instructions, if any, given by the member with 
regard to sending of notices, etc. 
Rule 4 Particular in register of debenture holder/any other security holder: Every 
company which issues or allots debentures or any other security shall maintain a 
separate register for debenture holder or security holder in Form– MGT–2. 
Rule 5 1. Time period for entries in register: As per Rule 5, entries have to be made in 
the Register within 7 days of the date of approval by the Board or Committee 
thereof by approving the allotment or transfer as the case may be. 
2. Place where register shall be maintained: Rule 5 also states that the 
registers shall be maintained at the registered office of the company unless a 
special resolution is passed in a general meeting authorising the keeping of the 
register at any other place within the city, town or village in which the registered 
office is situated or any other place in India in which more than 1/10th of the 
total members entered in the register of members reside. 
3. Other information also to be referred in register: Any order passed by the 
authority attaching the shares or relating to dividends is also required to be 
referred in the register of members. Hypothecation and pledge of shares is also 
required to be entered in the register of members. 
4. Updating of rewards of members: Rule 5 also states that the changes 
relating to the status of the member should be effectively captured and updated 
accordingly in the relevant register. If any change occur in the status of a 
member or debenture-holder or any other security holder whether due to death 
or insolvency or change of name or due to transfer to Investor Education 
Protection Fund or due to any other reason, entries shall be made in the 
respective registers. 
Rule 6 
 
Index of names: The maintenance of index is not necessary where the number 
of members is less than 50. It also states that the company shall make the 
necessary entries in the index simultaneously with the entry for allotment or 
transfer of any security in such Register. 
Register and index of beneficial owners maintained by a depository under section 
11 of the Depositories Act, 1996, shall be deemed to be the corresponding 
register and index for the purposes of this Act. 
                           
Rule 7 Foreign Register: A company may, if so authorised by its articles, keep in any 
country outside India, in such manner as may be prescribed, a part of the 
register, called foreign register containing the names and particulars of the 
members, debenture-holders, other security holders or beneficial owners residing 
outside India 
The company shall –  
1. Transmit to its registered office in India, a copy of every entry in any foreign 
register within 15 days after the entry is made; and 
2. Keep at such office a duplicate register for all the purposes of this Act, be 
deemed to part of the principal register. 
 
Power to close 
register of 
members or 
debenture-
holders or other 
security holders 
[Section 91] 
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 45 days in 
each year, but not exceeding 30 days at any one time, subject to 
giving of previous notice of at least 7 days. 
Annual return 
[Section 92] 
 
 Every company shall prepare a return (hereinafter referred to as 
the annual return) in the prescribed form containing the 
particulars as they stood on the close of the financial year 
regarding— 
a) its registered office, principal business activities, particulars of 
its holding, subsidiary and associate companies;  
b)  its shares, debentures and other securities and shareholding 
pattern; 
c) its indebtedness;  
d) its members and debenture-holders along with changes 
therein since the close of the previous financial year; 
e) its promoters, directors, key managerial personnel along with 
changes therein since the close of the previous financial year;  
f) meetings of members or a class thereof, Board and its 
various committees along with attendance details;  
g) remuneration of directors and key managerial personnel;  
h) penalty or punishment imposed on the company, its directors 
or officers and details of compounding of offences and 
appeals made against such penalty or punishment; 
i) matters relating to certification of compliances, disclosures as 
may be prescribed;  
such other matters as may be prescribed, and signed by a 
director and the company secretary, or where there is no 
company secretary, by a company secretary in practice. 
 The Central Government may prescribe abridged form of annual 
return for "One Person Company, small company and such other 
class or classes of companies as may be prescribed 
 Every company shall file with the Registrar a copy of the annual 
return, within 60 days from the date on which the annual general 
meeting is held or where no annual general meeting is held in any 
year within 60 days from the date on which the annual general 
meeting should have been held together with the statement 
                           
specifying the reasons for not holding the annual general 
meeting, with such fees 
 Every company shall place a copy of the annual return on the 
website of the company, if any, and the web-link of such annual 
return shall be disclosed in the Board's report. 
Section 93 Omitted as per Notification dated 3
rd
 Jan,2018 
Place of keeping 
and inspection 
of registers, 
returns, etc 
[Section 94] 
 
 The registers required be keeping and maintaining by a company 
under section 88 and copies of the annual return filed under 
section 92 shall be kept at the registered office of the 
company. 
Provided that such registers or copies of return may also be kept 
at any other place in India in which more than one-tenth of 
the total number of members entered in the register of 
members reside, if approved by a special resolution passed 
at a general meeting of the company. 
 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. 
 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. 
Preservation of 
register of 
members etc. 
and annual 
return–  
(Rule 15) 
 Preservation of register of members: Rule 15 states that the 
register of members along with the index shall be preserved 
permanently. 
 Preservation of register of debenture holders/ other security 
holders: The register of debenture-holder or any other security 
holder along with the index shall be preserved for a period of 8 
years. 
 Copies of documents filled with ROC to be preserved: for a 
period of 8 years from the date of filing with the RoC. 
 Preservation of foreign register: Shall be preserved 
permanently 
Registers, etc., 
to be evidence 
[Section 95] 
 
The registers, their indices and copies of annual returns maintained 
under sections 88 and 94 shall be prima facie evidence of any 
matter directed or authorised to be inserted therein by or under this 
Act 
 
 
 
 
 
 
 
 
 
 
 
Page 4


                           
   
 
 
MANAGEMENT AND ADMINISTRATION  
 

  Register of members [Section 88]: 
Rule 3 
 
Particular in register of members: Every company limited by shares, shall, 
from the date of its registration, maintain a register of its members in Form MGT 
– 1. 
In case of a company not limited by shares, the register shall contain the 
following particulars, in respect of each member–  
1. Name of the member, address (registered office address in case the member 
is a body corporate); email address; Permanent Account Number or 
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor – 
name of his guardian and the date of birth of the member, name and address 
of the nominee;  
2. Date of becoming the member; 
3. Date of cessation;  
4. Amount of guarantee, if any;  
5. Any other interest, if any; and o Instructions, if any, given by the member with 
regard to sending of notices, etc. 
Rule 4 Particular in register of debenture holder/any other security holder: Every 
company which issues or allots debentures or any other security shall maintain a 
separate register for debenture holder or security holder in Form– MGT–2. 
Rule 5 1. Time period for entries in register: As per Rule 5, entries have to be made in 
the Register within 7 days of the date of approval by the Board or Committee 
thereof by approving the allotment or transfer as the case may be. 
2. Place where register shall be maintained: Rule 5 also states that the 
registers shall be maintained at the registered office of the company unless a 
special resolution is passed in a general meeting authorising the keeping of the 
register at any other place within the city, town or village in which the registered 
office is situated or any other place in India in which more than 1/10th of the 
total members entered in the register of members reside. 
3. Other information also to be referred in register: Any order passed by the 
authority attaching the shares or relating to dividends is also required to be 
referred in the register of members. Hypothecation and pledge of shares is also 
required to be entered in the register of members. 
4. Updating of rewards of members: Rule 5 also states that the changes 
relating to the status of the member should be effectively captured and updated 
accordingly in the relevant register. If any change occur in the status of a 
member or debenture-holder or any other security holder whether due to death 
or insolvency or change of name or due to transfer to Investor Education 
Protection Fund or due to any other reason, entries shall be made in the 
respective registers. 
Rule 6 
 
Index of names: The maintenance of index is not necessary where the number 
of members is less than 50. It also states that the company shall make the 
necessary entries in the index simultaneously with the entry for allotment or 
transfer of any security in such Register. 
Register and index of beneficial owners maintained by a depository under section 
11 of the Depositories Act, 1996, shall be deemed to be the corresponding 
register and index for the purposes of this Act. 
                           
Rule 7 Foreign Register: A company may, if so authorised by its articles, keep in any 
country outside India, in such manner as may be prescribed, a part of the 
register, called foreign register containing the names and particulars of the 
members, debenture-holders, other security holders or beneficial owners residing 
outside India 
The company shall –  
1. Transmit to its registered office in India, a copy of every entry in any foreign 
register within 15 days after the entry is made; and 
2. Keep at such office a duplicate register for all the purposes of this Act, be 
deemed to part of the principal register. 
 
Power to close 
register of 
members or 
debenture-
holders or other 
security holders 
[Section 91] 
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 45 days in 
each year, but not exceeding 30 days at any one time, subject to 
giving of previous notice of at least 7 days. 
Annual return 
[Section 92] 
 
 Every company shall prepare a return (hereinafter referred to as 
the annual return) in the prescribed form containing the 
particulars as they stood on the close of the financial year 
regarding— 
a) its registered office, principal business activities, particulars of 
its holding, subsidiary and associate companies;  
b)  its shares, debentures and other securities and shareholding 
pattern; 
c) its indebtedness;  
d) its members and debenture-holders along with changes 
therein since the close of the previous financial year; 
e) its promoters, directors, key managerial personnel along with 
changes therein since the close of the previous financial year;  
f) meetings of members or a class thereof, Board and its 
various committees along with attendance details;  
g) remuneration of directors and key managerial personnel;  
h) penalty or punishment imposed on the company, its directors 
or officers and details of compounding of offences and 
appeals made against such penalty or punishment; 
i) matters relating to certification of compliances, disclosures as 
may be prescribed;  
such other matters as may be prescribed, and signed by a 
director and the company secretary, or where there is no 
company secretary, by a company secretary in practice. 
 The Central Government may prescribe abridged form of annual 
return for "One Person Company, small company and such other 
class or classes of companies as may be prescribed 
 Every company shall file with the Registrar a copy of the annual 
return, within 60 days from the date on which the annual general 
meeting is held or where no annual general meeting is held in any 
year within 60 days from the date on which the annual general 
meeting should have been held together with the statement 
                           
specifying the reasons for not holding the annual general 
meeting, with such fees 
 Every company shall place a copy of the annual return on the 
website of the company, if any, and the web-link of such annual 
return shall be disclosed in the Board's report. 
Section 93 Omitted as per Notification dated 3
rd
 Jan,2018 
Place of keeping 
and inspection 
of registers, 
returns, etc 
[Section 94] 
 
 The registers required be keeping and maintaining by a company 
under section 88 and copies of the annual return filed under 
section 92 shall be kept at the registered office of the 
company. 
Provided that such registers or copies of return may also be kept 
at any other place in India in which more than one-tenth of 
the total number of members entered in the register of 
members reside, if approved by a special resolution passed 
at a general meeting of the company. 
 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. 
 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. 
Preservation of 
register of 
members etc. 
and annual 
return–  
(Rule 15) 
 Preservation of register of members: Rule 15 states that the 
register of members along with the index shall be preserved 
permanently. 
 Preservation of register of debenture holders/ other security 
holders: The register of debenture-holder or any other security 
holder along with the index shall be preserved for a period of 8 
years. 
 Copies of documents filled with ROC to be preserved: for a 
period of 8 years from the date of filing with the RoC. 
 Preservation of foreign register: Shall be preserved 
permanently 
Registers, etc., 
to be evidence 
[Section 95] 
 
The registers, their indices and copies of annual returns maintained 
under sections 88 and 94 shall be prima facie evidence of any 
matter directed or authorised to be inserted therein by or under this 
Act 
 
 
 
 
 
 
 
 
 
 
 
                           
PART B: MEETINGS 
 
• ANNUAL GENERAL MEETING (AGM) [SECTIONS 96, 97, 99 & 121]  
 

 Introduction: 
    Every company, other than One Person Company (OPC), shall, in each 
year hold (in addition to any other meetings) a general meeting as its 
Annual General Meeting. 
    According, to General Clauses Act, 1897, a 'year' means a period of 12 
months running from l" January to 31
st
 December. Thus, holding of an 
.Annual General Meeting, in every calendar year is a statutory requirement.  
   The proper authority to call Annual General Meeting is the Board of 
Directors. 
 
PERIOD OF HOLDING AN ANNUAL GENERAL MEETING  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
? Department of Company Affairs has clarified that while granting the extension, ROC 
can ignore the requirement of holding an AGM in every calendar year. However in 
such a case, AGM held in the next year shall be deemed to the AGM of the previous 
year and for the next year, one more AGM will be required to be held. 
 

 Business transacted at an Annual General Meeting: 
   Both Ordinary Business and Special Business can be transacted at an Annual 
General Meeting. 
   Following matters are related with the Ordinary Business :-  
(a)   The consideration of the accounts, balance sheet and the reports of the 
Board of Directors and Auditors;  
(b)   The declaration of dividend; 
(c)  The appointment of directors in the places of those retiring; and  
(d)  The appointment of and the fixing of remuneration of, the auditors.  
First Annual General Meeting 
 The first annual general meeting 
shall be held within a period of 9 
months from the closing of first 
financial year. 
 If a company holds its first annual 
general meeting as aforesaid, it 
shall not be necessary for the 
company to hold any annual 
general meeting in the year of its 
incorporation.  
 No extension by authority 
possible 
Subsequent Annual General Meeting 
 The subsequent annual general 
meeting shall be held within a period 
of 15 months from the last AGM.  
 Subsequent annual general meeting 
shall be held within a period of six 
months of closure of relevant financial 
year.  
 Such meeting should be conducted 
every calendar year.  
 The Registrar may, for any special 
reason shown, grant an extension of 
time for holding the subsequent AGM 
up to 3 months.  
Page 5


                           
   
 
 
MANAGEMENT AND ADMINISTRATION  
 

  Register of members [Section 88]: 
Rule 3 
 
Particular in register of members: Every company limited by shares, shall, 
from the date of its registration, maintain a register of its members in Form MGT 
– 1. 
In case of a company not limited by shares, the register shall contain the 
following particulars, in respect of each member–  
1. Name of the member, address (registered office address in case the member 
is a body corporate); email address; Permanent Account Number or 
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor – 
name of his guardian and the date of birth of the member, name and address 
of the nominee;  
2. Date of becoming the member; 
3. Date of cessation;  
4. Amount of guarantee, if any;  
5. Any other interest, if any; and o Instructions, if any, given by the member with 
regard to sending of notices, etc. 
Rule 4 Particular in register of debenture holder/any other security holder: Every 
company which issues or allots debentures or any other security shall maintain a 
separate register for debenture holder or security holder in Form– MGT–2. 
Rule 5 1. Time period for entries in register: As per Rule 5, entries have to be made in 
the Register within 7 days of the date of approval by the Board or Committee 
thereof by approving the allotment or transfer as the case may be. 
2. Place where register shall be maintained: Rule 5 also states that the 
registers shall be maintained at the registered office of the company unless a 
special resolution is passed in a general meeting authorising the keeping of the 
register at any other place within the city, town or village in which the registered 
office is situated or any other place in India in which more than 1/10th of the 
total members entered in the register of members reside. 
3. Other information also to be referred in register: Any order passed by the 
authority attaching the shares or relating to dividends is also required to be 
referred in the register of members. Hypothecation and pledge of shares is also 
required to be entered in the register of members. 
4. Updating of rewards of members: Rule 5 also states that the changes 
relating to the status of the member should be effectively captured and updated 
accordingly in the relevant register. If any change occur in the status of a 
member or debenture-holder or any other security holder whether due to death 
or insolvency or change of name or due to transfer to Investor Education 
Protection Fund or due to any other reason, entries shall be made in the 
respective registers. 
Rule 6 
 
Index of names: The maintenance of index is not necessary where the number 
of members is less than 50. It also states that the company shall make the 
necessary entries in the index simultaneously with the entry for allotment or 
transfer of any security in such Register. 
Register and index of beneficial owners maintained by a depository under section 
11 of the Depositories Act, 1996, shall be deemed to be the corresponding 
register and index for the purposes of this Act. 
                           
Rule 7 Foreign Register: A company may, if so authorised by its articles, keep in any 
country outside India, in such manner as may be prescribed, a part of the 
register, called foreign register containing the names and particulars of the 
members, debenture-holders, other security holders or beneficial owners residing 
outside India 
The company shall –  
1. Transmit to its registered office in India, a copy of every entry in any foreign 
register within 15 days after the entry is made; and 
2. Keep at such office a duplicate register for all the purposes of this Act, be 
deemed to part of the principal register. 
 
Power to close 
register of 
members or 
debenture-
holders or other 
security holders 
[Section 91] 
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 45 days in 
each year, but not exceeding 30 days at any one time, subject to 
giving of previous notice of at least 7 days. 
Annual return 
[Section 92] 
 
 Every company shall prepare a return (hereinafter referred to as 
the annual return) in the prescribed form containing the 
particulars as they stood on the close of the financial year 
regarding— 
a) its registered office, principal business activities, particulars of 
its holding, subsidiary and associate companies;  
b)  its shares, debentures and other securities and shareholding 
pattern; 
c) its indebtedness;  
d) its members and debenture-holders along with changes 
therein since the close of the previous financial year; 
e) its promoters, directors, key managerial personnel along with 
changes therein since the close of the previous financial year;  
f) meetings of members or a class thereof, Board and its 
various committees along with attendance details;  
g) remuneration of directors and key managerial personnel;  
h) penalty or punishment imposed on the company, its directors 
or officers and details of compounding of offences and 
appeals made against such penalty or punishment; 
i) matters relating to certification of compliances, disclosures as 
may be prescribed;  
such other matters as may be prescribed, and signed by a 
director and the company secretary, or where there is no 
company secretary, by a company secretary in practice. 
 The Central Government may prescribe abridged form of annual 
return for "One Person Company, small company and such other 
class or classes of companies as may be prescribed 
 Every company shall file with the Registrar a copy of the annual 
return, within 60 days from the date on which the annual general 
meeting is held or where no annual general meeting is held in any 
year within 60 days from the date on which the annual general 
meeting should have been held together with the statement 
                           
specifying the reasons for not holding the annual general 
meeting, with such fees 
 Every company shall place a copy of the annual return on the 
website of the company, if any, and the web-link of such annual 
return shall be disclosed in the Board's report. 
Section 93 Omitted as per Notification dated 3
rd
 Jan,2018 
Place of keeping 
and inspection 
of registers, 
returns, etc 
[Section 94] 
 
 The registers required be keeping and maintaining by a company 
under section 88 and copies of the annual return filed under 
section 92 shall be kept at the registered office of the 
company. 
Provided that such registers or copies of return may also be kept 
at any other place in India in which more than one-tenth of 
the total number of members entered in the register of 
members reside, if approved by a special resolution passed 
at a general meeting of the company. 
 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. 
 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. 
Preservation of 
register of 
members etc. 
and annual 
return–  
(Rule 15) 
 Preservation of register of members: Rule 15 states that the 
register of members along with the index shall be preserved 
permanently. 
 Preservation of register of debenture holders/ other security 
holders: The register of debenture-holder or any other security 
holder along with the index shall be preserved for a period of 8 
years. 
 Copies of documents filled with ROC to be preserved: for a 
period of 8 years from the date of filing with the RoC. 
 Preservation of foreign register: Shall be preserved 
permanently 
Registers, etc., 
to be evidence 
[Section 95] 
 
The registers, their indices and copies of annual returns maintained 
under sections 88 and 94 shall be prima facie evidence of any 
matter directed or authorised to be inserted therein by or under this 
Act 
 
 
 
 
 
 
 
 
 
 
 
                           
PART B: MEETINGS 
 
• ANNUAL GENERAL MEETING (AGM) [SECTIONS 96, 97, 99 & 121]  
 

 Introduction: 
    Every company, other than One Person Company (OPC), shall, in each 
year hold (in addition to any other meetings) a general meeting as its 
Annual General Meeting. 
    According, to General Clauses Act, 1897, a 'year' means a period of 12 
months running from l" January to 31
st
 December. Thus, holding of an 
.Annual General Meeting, in every calendar year is a statutory requirement.  
   The proper authority to call Annual General Meeting is the Board of 
Directors. 
 
PERIOD OF HOLDING AN ANNUAL GENERAL MEETING  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
? Department of Company Affairs has clarified that while granting the extension, ROC 
can ignore the requirement of holding an AGM in every calendar year. However in 
such a case, AGM held in the next year shall be deemed to the AGM of the previous 
year and for the next year, one more AGM will be required to be held. 
 

 Business transacted at an Annual General Meeting: 
   Both Ordinary Business and Special Business can be transacted at an Annual 
General Meeting. 
   Following matters are related with the Ordinary Business :-  
(a)   The consideration of the accounts, balance sheet and the reports of the 
Board of Directors and Auditors;  
(b)   The declaration of dividend; 
(c)  The appointment of directors in the places of those retiring; and  
(d)  The appointment of and the fixing of remuneration of, the auditors.  
First Annual General Meeting 
 The first annual general meeting 
shall be held within a period of 9 
months from the closing of first 
financial year. 
 If a company holds its first annual 
general meeting as aforesaid, it 
shall not be necessary for the 
company to hold any annual 
general meeting in the year of its 
incorporation.  
 No extension by authority 
possible 
Subsequent Annual General Meeting 
 The subsequent annual general 
meeting shall be held within a period 
of 15 months from the last AGM.  
 Subsequent annual general meeting 
shall be held within a period of six 
months of closure of relevant financial 
year.  
 Such meeting should be conducted 
every calendar year.  
 The Registrar may, for any special 
reason shown, grant an extension of 
time for holding the subsequent AGM 
up to 3 months.  
                           
    Any business other than the above mentioned business, which can be transacted 
at an Annual General Meeting, shall be deemed to be Special Business. It may 
be noted that in the case of Extra-ordinary General Meeting (EGM), all 
businesses are special businesses. [Section 102]  
   

 Day for holding an Annual General Meeting: 
   Every Annual General Meeting shall be called on a day, which is not a National 
Holiday. 'National Holiday' means and includes a day declared as National 
Holiday by the Central Government.  
   Where the Central Government declares a day to be a National Holiday, after the 
company has issued the notice convening the meeting, it shall not be deemed to 
be a national holiday in relation to that meeting.  
   It may be noted that the Central Government may exempt any company from the 
aforesaid provisions subject to such conditions as it may impose. 
  

 Time for holding an Annual General Meeting: 
   Every Annual General Meeting shall be called at a time during the business hours 
i.e., between 9 a.m. and 6 p.m. It may be noted that Annual General Meeting 
convened during business hours may continue even after business hours.  
   It may be noted that the Central Government may exempt any company from the 
aforesaid provisions subject to such conditions as it may impose. 
 

 Place for holding all Annual General Meeting : 
   Every Annual General Meeting shall be held either at the registered office of the 
company or at some other place within the city, town or village in which the 
registered office of the company is situated. 
   Annual general meeting of an unlisted company may be held at any place in India 
if consent is given in writing or by electronic mode by all the members in 
advance. (Amended as per notification dated 3
rd
 Jan,2018) 
    It may be noted that the Central Government may exempt any company from the 
aforesaid provisions subject to such conditions as it may impose.  
 
• EXTRA-ORDINARY GENERAL MEETING [EGM] [SECTIONS 98 & 100] 

 Introduction: 
   Sometimes, matters requiring immediate consideration by members may 
crop up whose consideration cannot be deferred till the next Annual General 
Meeting.  
   To meet such emergencies, the companies can provide for holding of 
emergency meetings of the members, which are known as Extra-ordinary 
General Meetings. Regulation 42 of Table F provides that all general 
meetings, other than annual general meetings, shall be called as extra-
ordinary general meetings. All business which can be transacted at an 
E.G.M. shall be deemed special.