Section 93 and Section 94 of Companies Act, 2013: Registers, Returns and Inspection
Sections 93 and 94 fall in Chapter VII of the Companies Act, 2013 dealing with management and administration. Section 93, which earlier required a listed company to report specified changes in promoters' and major shareholders' holdings, has been omitted. Section 94 continues to regulate the place where statutory registers and annual returns are kept and the rights relating to their inspection, extracts and copies.
- Section 93 is omitted with effect from 13 June 2018.
- Section 94 primarily concerns registers maintained under Section 88 and copies of annual returns filed under Section 92.
- These records are ordinarily kept at the registered office, subject to the statutory option for another qualifying place in India approved by special resolution.
- Section 94 provides inspection and copy rights, subject to the Act and the prescribed rules.
- Refusal of a legally required inspection, extract or copy attracts the statutory penalty under Section 94(4).
Section 93 - Omitted provision
Section 93 was originally titled "Return to be filed with Registrar in case promoters' stake changes." It required a listed company to file a prescribed return with the Registrar concerning specified changes in the shareholding of promoters and the top ten shareholders.
Section 94 - Place of keeping and inspection of registers, returns, etc.
Meaning and scope of Section 94
Section 94 deals with the custody and accessibility of important company records. It operates principally in relation to the registers required under Section 88 and copies of annual returns filed under Section 92.
Section 94(1) - Place where records are kept
The registers maintained under Section 88 and copies of annual returns filed under Section 92 are to be kept at the registered office of the company.
They may also be kept at another place in India where more than one-tenth of the total number of members entered in the register of members reside, provided the arrangement is approved by a special resolution passed at a general meeting.
The period for which the registers, returns and records must be preserved is governed by the prescribed requirements.
The earlier requirement to give the Registrar a copy of the proposed special resolution in advance was omitted with effect from 13 June 2018.
Section 94(2) - Right of inspection
Subject to the Act and prescribed restrictions, the registers and their indices, except when lawfully closed, and copies of returns are open for inspection during business hours. Members, debenture-holders, other security holders and beneficial owners have the statutory inspection right without payment of a fee; inspection by other persons is subject to the prescribed fee.
Section 94(3) - Extracts and copies
A person entitled under the section may take extracts from a register, index or return without payment of a fee and may require a copy of the register, relevant entries or return on payment of the prescribed fee. The Act also permits prescribed particulars to be excluded from inspection, extracts or copies.
Section 94(4) - Penalty for refusal
If an inspection, extract or copy required under Section 94 is refused, the company and every officer in default are liable to a penalty of Rs. 1,000 for every day during which the refusal or default continues, subject to a maximum of Rs. 1,00,000 for each such default.
Section 94(5) - Direction for immediate inspection
The Central Government may direct immediate inspection of the document or direct that the required extract be allowed to be taken forthwith.
Related provisions
Section 94 should be read with Section 88 concerning statutory registers, Section 92 concerning annual returns and the applicable Companies (Management and Administration) Rules, 2014. Section 95 further provides that registers, their indices and copies of annual returns maintained under Sections 88 and 94 are prima facie evidence of matters directed or authorised to be inserted in them.
Practical compliance note
Companies should ensure that the prescribed registers and annual-return records are kept at the legally permitted place, remain available for inspection as required, and that requests for extracts or copies are handled within the applicable statutory and rule-based framework. Because Section 93 has been omitted, compliance references should distinguish the historical Section 93 requirement from the continuing obligations under Section 94.
Updated: 17 September 2026. This page is a general legal information resource. For a specific compliance issue, the current Act, applicable rules, notifications and professional advice should be considered.