Monday, April 13, 2015

Provisions of the Companies Act relating to Register of Members

Registers of members and debenture holders:
The provision related to register of members as provided in Section 150 is as follows:

(A) Register of members:
(i) Contents: Every company shall keep in one or more books a register of its members, and enter there are the following particulars:

(a) The name and address and the occupation, if any, of each member

(b) In the case of company having a share capital, the shares held by each member, distinguish each share by its member except where such shares are held with a depository and the amount paid or agreed to the considered as paid on those shares.

(c) The date at which each person was entered in the register as a member; and                                             
(d) The date at which any person ceased to be a member. Provided that where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each of the members concerned instead of the shares so converted which were previously held by him.

(ii) Penalty for default: If default is made in complying with sub-section (1), the company and every officer of the company who is in default, shall be         punishable with fine which may extend to five hundred rupees for every day during which the default continues.

(B) Foreign register: Power of company to keep foreign register of members or debenture holders is as follows:

(i) Maintenance of branch register: A company which has a share capital or which has issued debentures may, if so authorised by its articles, keep in any share or country outside India a branch register (foreign register) of members or debenture-holders resident in that state or country.

(ii) Period of filing notice: The company shall, within thirty days from the date of the opening of any foreign register, file with the registrar notice of the situation of the office where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such charge of discontinuance, as the case may be, file notice with the Registrar of such change or discontinuance.

(iii) Penalty: If default is made in complying with the requirements of the above section,              the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.

(iv) Part of register: A foreign register shall be deemed to be part of the company’s register of members or of debenture holders, as the case may be.

(C) Rectification (Alteration) of register of members: The person aggrieved, or any member of the company, or the company, may apply to the Tribunal for rectification of the register, if:

(i) the name of any person: (a) is, without sufficient cause, entered in the register of members of a company; or (b) after having been entered is the register, is, without sufficient cause, omitted there from; or

(ii) default is made, or unnecessary delay takes place, in entering in the register the fact of any person having becomes, or ceased to be a member.

The Tribunal while dealing with an appeal or application made under above section may, after hearing the parties, either dismiss appeal or reject the application.