Procedure for Closure of Register of Members/ Register of Debenture-Holders/ Register of any other Security Holders by a Company

Aakanksha Singhal

Aakanksha Singhal

Published on: Sep 11, 2021

Khushboo Sharma

Updated on: Aug 31, 2023

★★★★★(13 Rating)

9211

Introduction

Every company is required to retain and uphold the following registers as per the provisions of Companies Act, 2013 and rules made thereunder-

• register of members inclusive of info for each class of equity and preference shares held by each member residing in or outside India severally
• register of debenture-holders and
• register of any other security holders

Section 91 of the Companies Act, 2013 read with rules stipulated in the Companies (Management and Administration) Rules, 2014 and SEBI (LODR) Regulations, 2015 explicitly provides the provisions for the closure of such register of members/ register of debenture-holders/ register of any other security holders.

Mandatory Requirements

1. Retain all the register of members/ debenture-holders/ any other security holders at the registered office of the company.
2. Every listed company or a company having at least 1000 shareholders, debenture holders and other security holders may retain its records in electronic form.
3. Disseminate an advertisement in newspapers pertaining to the closure of register of members/ debenture-holders/ any other security holders [Only in case of public companies].
4. Period of closure-
   • any period (s) not exceeding 45 days in cumulative in each year and
   • not exceeding 30 days at any one time

Following Procedure is to be Followed

1. Intimation to Stock Exchange [as per the provisions of SEBI (LODR) Regulations, 2015]
   Listed entity shall give prior intimation to the Stock Exchange about the meeting of Board of Directors where the register of members is closed, at least 02 working days in advance excluding the intimation date and meeting date.
2. Convene a Meeting of Board of Directors [As per section 173 & Secretarial Standard (SS-1)]
   • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
   • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
   • Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution
     • Closing the Register of Members/ Debenture-Holders/ any other security holders
     • To fix the day, date, time and venue of the Annual General Meeting (AGM) and to approve the draft notice convening the AGM along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013 and authorize the Director or Company Secretary to sign and issue notice of AGM.
     • To authorize the Director or Company Secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
     • To authorize the Director or Company Secretary to sign and file requisite form and return with ROC.
   • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
3. Intimation to Stock Exchange/ Registrar and Transfer Agents/ Depository [Regulation 42 of the SEBI (LODR) Regulations, 2015]
   • Listed entity shall intimate the record date to all the stock exchange(s) where it is listed, Registrar and Transfer Agents and Depository for the following events –
     • Declaration of dividend;
     • Issue of rights or bonus shares;
     • Issue of shares for conversion of debentures or any other convertible security;
     • Shares arising out of rights attached to debentures or any other convertible security;
     • Corporate actions like mergers, de-mergers etc.;
     • Any other purpose specified by the stock exchange (s).
   • Listed entity shall-
     • give advance notice of minimum 07 working days (excluding the intimation and record date) to the stock exchange (s) [In case of Rights Issue, such notice shall be 03 working days in advance (excluding the intimation and record date)];
     • declare all dividend/ bonuses within 05 working days (excluding the intimation and record date) prior to the record date fixed for the same;
     • announce closure date of its books of accounts in place of record date [in case of physical form of securities];
     • ensure a gap of minimum 30 days between two closure dates.
4. Advertisement in Newspapers [as per Companies (Management and Administration) Rules, 2014 and SEBI (LODR) Regulations, 2015]
   A public company closing its register of members/ debenture holders/ other security holders shall give at least 07 days prior notice to this effect by advertisement-
   • at least once in a vernacular language newspaper having wide circulation in the place where company’s registered office is located
   • at least once in English language newspaper having wide circulation in the place where company’s registered office is located and
   • on the website as may be apprised by CG and on company’s website, if any
5. Closure of Register of Members/ Register of Debenture-Holders/ Register of Other Security Holders
   Ensuing the advertisement in newspapers or notice served to the members, register of members / debenture- holders/ other security holders shall be closed. Further company shall convene a General Meeting of its shareholder’s/ members wherein the closure of such registers shall be noted.