12.8.10 (Register of Members)

Section 150 read with s.168 requires every company to keep a register of members ordinarily at its registered office. The Register must contain the following particulars:

            (i) the name, address and occupation of each member;

            (ii) the number of shares Held by each member, distinguishing each share by its number and amount paid-up;

            (iii) the date of entry in the register;

            (iv) the date on which a person ceased to be a member.

Where fully paid-up shares have been converted into stock, the fact that stock has been issued is to be entered against the name of the member in the Register.

Index of members. Section 151 requires every company with more than fifty members to keep an Index of Members, unless the Register itself is in the form of an index.

The Index of Members is required to be kept at the same place as the Register of Members.

The Register of members is open to inspection by members free of charge and by non-members on payment of one rupee for two hours a day during business hours.

A company may close the Register at any time by giving seven days’ previous notice by an advertisement in a newspaper circulating in the district in which the registered office of the company is situated. However, the aggregate number of days for which it can be closed in a year cannot exceed 45 days. Also, it cannot be closed for more than 30 days at a time.

Section 157 provides that a company with a share capital may, if authorised by its articles, keep in any country outside India a branch register of members resident there, called a Foreign Register. The Registrar of Companies must be informed of the place where this Register is kept. The foreign register is deemed part of the company’s principal register and must be kept in the same manner as the principal register.

Rectification of register of members. Section 111 provides for the rectification of the register of members by the Company Law Board on an application by any Person aggrieved such as member, transferor, transferee, the company. The Company Law Board may order for rectification of the register : (i) where the name of any person is, without sufficient cause, entered in or omitted from the Register of Members of a company; (ii) where default or unnecessary delay occurs in entering on the register the fact that a person has ceased to be a member of the company’

Where the Company Law Board has ordered the rectification of the Register, the rectification should be made and notice of rectification must be filed with the Registrar within 30 days of the order of the Company Law Board.

It is the duty of the company to maintain the register of members. A company cannot take advantage of its failure to maintain the prescribed register of members. Thus, in N. Satyaprasad Rao and others v. V.L.N Sastry & Others [(1988)64 Comp. Cas.492] was Held that where register does not incorporate name of all shareholders as members, those shareholders who have been issued share certificates can exercise rights as members.