Section 91 of Indian Companies Act 2013 "Power to close register of members or debenture holders or other security holders"
(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.
(1) 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;
1* * * * *
(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 there in 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;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors 2***; and
(k) 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:
Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
3[Provided further that the Central Government may prescribe abridged form of annual return for "One Person Company, small company and such other class of classes of companies as may be prescribed".]
(2) 4[The annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
(3) An extract of the annual return in such form as may be prescribed shall form part of the Board's report.
(4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty 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 or additional fees as may be prescribed, 5***.
6[(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of 7[ten thousand rupees] and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 8[two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is an default].]
(6) If a
company secretary in practice certifies the annual return
otherwise than in conformity with the requirements of this
section or the rules made thereunder, he shall be 8 [liable
to a penalty of two lakh rupees].
------------------
1. Clause (c) omitted by Act 1 of 2018,
s. 23 (w.e.f. 5-3-2021).
2. The words "indicating their names, addresses, countries
of incorporation, registration and percentage of
shareholding held by them" omitted by s. 23, ibid (w.e.f.
5-3-2021).
3. Ins. by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
4. Subs. by S.O. 1177 (E), dated 29th April, 2014 for
certain words (w.e.f. 29-4-2014).
5. The words "within the time as specified, under section
403" omitted by Act 1 of 2018, s. 23 (w.e.f. 7-5-2018).
6. Subs. by Act 22 of 2019, s. 15, for sub-section (5) (w.e.f.
2-11-2018).
7. Subs. by Act 29 of 2020, s. 20, for "fifty thousand
rupees" (w.e.f. 21-12-2020).
8. Subs. by s. 20, ibid., for "five lakh rupees" (w.e.f.
21-12-2020).
9. Subs. by s. 20, ibid., for "punishable with fine which
shall not be less than fifty thousand rupees but which may
extend to five lakh rupees" (w.e.f. 21-12-2020).