Vibgyor Ltd. had closed its register of members in May 2023 and July 2023 for fourteen days and sixteen days respectively. Prakash, HOD (Finance) of the company has informed Pritam, Company Secretary to consider closing

CS Executive · Company Law · PYQS · June 2024
Vibgyor Ltd. had closed its register of members in May 2023 and July 2023 for fourteen days and sixteen days respectively. Prakash, HOD (Finance) of the company has informed Pritam, Company Secretary to consider closing the register in November for another twenty days for some corporate restructuring events. You are informed that Vibgyor Ltd. is a listed company. Decide the validity of such a proposition under Companies Act, 2013.

Answer & Explanation:

According to section 91 (1) of Companies Act, 2013 a company may close the register of members or register of debenture holders or 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. A previous notice of at least seven days or such lesser period as may be specified by SEBI is to be given by a listed company. In the case given in question Vibgyor Ltd. has closed its register of members for 14 and 16 days in May and July 2023 respectively. Therefore, the closure is within the time limits prescribed in section 91(1) as each closure has not exceeded 30 days. If the company closes the register again in November 2023 for another 20 days, the aggregate closure during the year would be 50 (14+16+20) days which will exceed the prescribed time limit of 45 days. Hence, the proposal of Prakash, HOD (Finance) of the company, is not valid under the Companies Act, 2013.

Topics: Registers and Returns

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