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Proposed Resolution under Section 94(1) Companies Act 2013

Section 94(1) of the Companies Act, 2013 requires the companies to keep the Register of Members, other statutory registers and copies of annual returns at the registered office of the company.

resolution under section 94(1) of companies act 2013However, a company may keep such registers and/or copies of return 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, it this has been approved by the members/shareholders of the company by a special resolution passed at a general meeting of the members.

The company can keep such registers and returns at both places i.e. at the Registered Office and any other place as decided, subject to the approval of course. That is to say, some category of registers/returns will be kept at the registered office and some will be kept at the other place.

Templates of such resolutions to be passed by the board of directors and shareholders at their meetings are as follows —


BOARD RESOLUTION

SAMPLE #1
[To keep the registers and returns at both the Registered Office and Corporate Office of the Company and any other place]

“RESOLVED THAT pursuant to the provisions of Section 94(1) and any other applicable provisions of the Companies Act, 2013 read with rule 5(2) of the Companies (Management and Administration) Rules, 2014, including any amendments thereto, consent of the Board of Directors be and is hereby accorded, subject to approval of the members of the company, to maintain and keep the statutory registers of the company as required to be maintained under Section 88 of the Companies Act, 2013 and copies of annual returns filed under Section 92 of the Companies Act, 2013 or any one or more of them, at the Corporate Office of company at (full address) or at such other place as the Board may from time to time decide instead of and/or in addition to the said registers or copy of returns being kept and maintained at the Registered Office of the company.

RESOLVED FURTHER THAT Ms. ..............., Company Secretary be and is hereby authorized to do all such acts, things, deeds and take steps as may be required to give effect to this resolution.”

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SAMPLE #2
[To keep Register of Members at the office of the Registrar and Share Transfer Agent (RTA) of the Company]

“RESOLVED THAT pursuant to the provisions of Sections 88, 92 and 94 and other applicable provisions of the Companies Act, 2013 (the 'Act') read with the Rules made thereunder, including any amendments thereto, the consent of the Board of Directors be and is hereby accorded, subject to the approval of the members of the company, to keep, maintain and preserve the Register of Members, Register of Debenture Holders, the Index of Members/Debenture Holders, other statutory registers of the company at the Office of the company's Registrar and Share Transfer Agent at (address);

RESOLVED FURTHER THAT Mr. ..........................., Managing Director or Ms. ......................, Company Secretary of the company be and are hereby severally authorized to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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SPECIAL RESOLUTION

SAMPLE #1
[To keep the registers and returns at the Corporate Office of the Company]

To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 94 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, including any amendments thereto for the time being in force, the Statutory Registers required to be maintained by the company under Section 88 and and the Returns required to be filed under Section 92 of the Companies Act, 2013, may be maintained at the company’s Corporate Office at (complete address), with effect from 1st August 2014.”

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SAMPLE #2
[Maintenance of Register of Members and other statutory registers at a place other than the registered office of the Company]

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 94 and other applicable provisions of the Companies Act, 2013 (the 'Act') and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the company be and is hereby accorded to keep and maintain the Register of Members, Register of Debenture Holders, the Index of Members/Debenture Holders, other statutory registers required to be maintained under the Act and the copies of all annual returns required to be filed under the Act at its office situated at (address in full) with effect from (date).”

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SAMPLE #3
[To keep Register of Members at the office of the Registrar and Share Transfer Agent (RTA) of the Company]

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 94(1) and any other applicable provisions of the Companies Act, 2013 (the 'Act'), the Companies (Management and Administration) Rules, 2014 and any other applicable Rules framed thereunder (including any amendments thereto for the time being in force), consent of the company be and is hereby accorded for keeping the Register of Members/ Debenture holders/ other security holders, if any, maintained under section 88 of the Act, along with the Index of Members/ Debenture holders/ other security holders, and copies of Annual Returns of the company required to be filed under section 92 of the Act, at the office of the RTA - Registrar and Share Transfer Agents of the company, at (Full Address) and at such places within (Locality Name, State Name) where the RTA may shift its office from time to time, instead of keeping such Register of Members/ Debenture holders/ other security holders, if any, and copies of Annual Returns at the Registered Office of the company.”

Explanatory Statement under Section 102

In the interest of operational and administrative convenience, it is proposed to maintain the Register of Members, Register of Debenture Holders, Index of Members, Index of Debenture Holders, Register/Index of any other class of security holders including any other statutory registers and copies of annual returns at the office of the RTA - Registrar and Share Transfer Agents of the company situated at (address), that is, a place other than its registered office.

Under Section 94 of the Companies Act, 2013, in order to give effect to this change in the place at which such registers and returns are to be kept, the approval of the Shareholders of the company is required.

The Board recommends the special resolution set out under Item No. ... of the Notice for approval by the shareholders.

None of the Directors and Key Managerial Personnel of the company and their relatives are in any way interested in the special resolution set out under the said Item No. ... of the Notice.



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Anonymous9/08/2019

    Thanks very much. It was useful.

    ReplyDelete

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