# Place of Keeping and Inspection of Registers, Returns (Section 94)

## 1. Place Where Registers Shall Be Maintained

Under Rule 5, the registers (of members, debenture-holders, etc.) shall be maintained at:

Default Place	Alternative Place
Registered office of the company	Any other place in India where more than 1/10th of the total members entered in the register of members reside, provided a special resolution is passed in the general meeting.

## 2. Right of Inspection (Rule 14)

The registers and returns shall be open for inspection:

During business hours
At reasonable time on every working day as the Board may decide
By members, debenture-holders, other security holders, beneficial owners — without payment of any fee
By any other person — on payment of fees specified in the AoA, not exceeding ₹50 per inspection

## 3. Rights of Inspectors

Any such person may:

(a) Take extracts from any register/index/return — without payment of any fee

(b) Require a copy of any register/entries/return — on payment of fees not exceeding ₹10 per page

Copies shall be supplied within 7 days of deposit of fee.

## 4. Particulars NOT Available for Inspection

The following particulars of members of a company shall not be made available:

(i) Address or registered address (in case of body corporate)
(ii) E-mail ID
(iii) Unique Identification Number
(iv) PAN Number

## 5. Penalty for Refusal of Inspection

The company and every officer in default shall be liable to:

Penalty: ₹1,000 per day during which refusal/default continues
Maximum cap: ₹1,00,000

The Central Government may also:

By order, direct an immediate inspection of the document, OR
Direct that the extract be allowed forthwith

## 6. Preservation Period (Rule 15)

Documents Preserved Permanently	Documents Preserved for 8 Years
1. Register of members along with the index	1. Register of debenture holders / other security holders
2. Foreign Register	2. Copies of documents filed with ROC

## Key Takeaways

Default location is registered office; shifting requires SR and 1/10th members residing nearby.
Inspection is free for members; outsiders pay up to ₹50.
Copies cost up to ₹10/page, delivered within 7 days.
Sensitive personal data (address, email, UIN, PAN) is shielded from public inspection.

Worked example

### Example 1

Example 1: ABC Ltd. has 10,000 members. 1,200 members reside in Pune (a place other than its registered office at Mumbai). Can ABC Ltd. shift its register of members to Pune?

Solution: Yes. Since 1,200 > 1,000 (which is 1/10th of 10,000 members), and if a special resolution is passed at a general meeting, the register may be maintained at Pune.

### Example 2

Example 2: Mr. X, a non-member, requests inspection of the register of members of XYZ Ltd. for 3 separate days and asks for copies of 25 pages. Calculate the maximum permissible fee.

Solution:

Inspection fee: 3 × ₹50 = ₹150 (max)
Copy fee: 25 × ₹10 = ₹250 (max)
Total: ₹400

Copies must be supplied within 7 days of fee deposit.

### Example 3

Example 3: PQR Ltd. refused inspection to a debenture-holder for 120 days. Calculate the maximum penalty.

Solution: 120 × ₹1,000 = ₹1,20,000. But capped at ₹1,00,000. Therefore penalty = ₹1,00,000 (on the company AND on every officer in default).

⚠️ Common exam mistakes

Confusing the maintenance of registers at the registered office as mandatory — alternative location is allowed if 1/10th members reside there + special resolution is passed.
Assuming an ordinary resolution suffices for shifting the place of register — it requires a SPECIAL resolution.
Forgetting that members get free inspection while non-members pay (up to ₹50 per inspection).
Ignoring the 7-day timeline for supplying copies after fee deposit.
Confusing the preservation periods: Foreign Register and Register of Members = permanent; Register of debenture holders & ROC filings = 8 years.
Forgetting that PAN, email, address, and UIN of members are NOT available for inspection — these are personal data protections.
Missing the ₹1,00,000 cap on the daily penalty of ₹1,000.

Bare-Act text Section 94 · The Companies Act, 2013 · click to expand

Section 94: (1) The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company: Provided that such registers or copies of return may also be kept 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, if approved by a special resolution passed at a general meeting of the company.

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