Five close school friends Deepanjan, Prosenjit, Srabani, Chandranath and Lipika having brilliant academic record completed thirty years of service in their respective organisations and after retirement decided to do some

Five close school friends Deepanjan, Prosenjit, Srabani, Chandranath and Lipika having brilliant academic record completed thirty years of service in their respective organisations and after retirement decided to do something together which they were all passionate about throughout their life. With this motive they incorporated a private limited company in June, 2017 named Advanced Engineering Advisory Solutions Private Ltd. (AEASPL) to provide engineering advisory services to entities operating in fertiliser and chemical industry. The registered office of the company is situated in Pune. In order to expand the operations, they gradually converted the private limited company into public limited company in May, 2021. As on date there are six directors of which Deepanjan is Executive Director and Srabani the Managing Director. Lipika has been appointed as Chief Executive Officer in last year. In February, 2023 the company purchased seventy percent equity shares of Bright Technologies Private Ltd. (BTPL), a Hyderabad based company, which had substantial market share in providing consulting engineering services and was recording consistent good profits for last few years. You have been appointed as a Company Secretary in the company two months ago. Ahead of the board meeting in December, 2025, Deepanjan, Srabani and Lipika has placed the following case situations before you for noting, perusal and advice. Case I: The company AEASPL has 10% preference share capital shown in its balance sheet. The company defaulted in repayment of interest on term loan taken from DHFC Bank (the Bank) though the principal part was duly paid in time. The Bank directed the company not to pay dividend to the shareholders including the preference shareholders. Due to such communication from the Bank the company failed to distribute the dividend on preference shares within the statutory time limit. Case II: The company had closed its register of members in May, August and October in the year 2025 for twelve, ten and fifteen days respectively for corporate actions. The Board of Directors is considering closing the register in December, 2015 for another fourteen days for issue of bonus shares. Case III: AEASPL has received a request from Jagdish, one of the legal representatives of a deceased member Jishu for transmission of 500 equity shares. In the meanwhile, Jesmine, spouse of Jishu, being a joint holder of shares along with Jishu also approached the company for transmission of those 500 equity shares in her favour. Case IV: Deepanjan updated his colleagues that BCD Co., a LLP of Audit Firm is the present statutory auditor of Bright Technologies Private Ltd. (BTPL). The audit fee charged by them is ₹85,000. The Board of Directors of AEASPL resolved to assign investment advisory services to BCD & Co. at a fee of ₹50,000. Pulak, a secretarial advisor of the company objected to this resolution stating it is invalid. Case V: The shareholders of AEASPL had passed a special resolution in their meeting held on 29th August, 2025 altering its articles of association empowering the directors to require any shareholder who is doing competing business with the company's business to transfer his shares as directed by the Board. Pradip, a shareholder carrying on a competing business, challenged the validity of the alteration of articles. Based on the above information and referring to the provisions of the Companies Act, 2013 answer the following: As regards to Case II, state whether the proposal for closure of register of members in December, 2025 is tenable ?