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Microlesson · 5-min read

Inspection and Preservation of Registers (Section 94)

# Inspection & Preservation of Registers — Section 94

## Place of Keeping (Section 94(1))

DefaultAt the Registered Office
AlternativeAny other place in India where more than 1/10th of total members reside
ConditionApproval by Special Resolution + advance copy of SR to ROC

## Inspection of Registers and Returns

PersonFeeHours
Members & Debenture holdersNo feeBusiness hours (subject to reasonable restriction; not less than 2 hours per day)
Non-membersMax ₹50 per inspection (or as prescribed)Business hours
  • Right to take extracts free of cost
  • Right to obtain copies on payment of prescribed fee (delivered within 7 days)

## Preservation Period

DocumentPeriod of Preservation
Register of Members & IndexPermanently
Register of Debenture Holders / Other security holders (incl. foreign register)8 years from date of redemption
Foreign Register of MembersPermanently
Copies of Annual Return8 years from filing
Copy of resolutions filed with ROC8 years

## Section 95 — Evidence Value

The registers, their indices and copies of all returns shall be prima facie evidence of any matter directed or authorized to be inserted therein.

## Penalty

  • For refusal of inspection / copies: Company and every officer in default — fine ₹1,000 per day during which refusal continues (max ₹1 lakh).

Worked example

### Example 1

Example: ABC Ltd has 1,000 members. 150 members reside in Bengaluru, while RO is in Mumbai. Can the company shift its Register of Members to Bengaluru? Solution: Yes. 150 members = 15% of total, which exceeds 1/10th (10%). The company must pass a Special Resolution and file an advance copy with ROC.

### Example 2

Example — Inspection Refusal: Mr. M, a member, was refused inspection of the Register of Members by company secretary. Solution: Refusal is illegal. Mr. M can approach NCLT/court for direction. The company is liable to fine ₹1,000 per day.

⚠️ Common exam mistakes

  • Believing all registers are preserved for 8 years — Register of Members is permanent, only DH register/annual returns are 8 years.
  • Confusing the 1/10th members threshold — it is based on total members, not paid-up capital.
  • Forgetting that an advance copy of SR (not the SR itself) must be filed with ROC before shifting register.
Bare-Act text Section 94 · The Companies Act, 2013 · click to expand
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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