Place of Keeping & Inspection of Registers (Sec 94, 95)
# Place of Keeping & Inspection of Registers and Returns
Under Section 94, statutory registers and returns must be kept in a fixed, inspectable place. Section 95 gives these documents evidentiary status.
## 1. Place of Maintenance — Sec 94
Registers under Sec 88 (members, debenture-holders, other security-holders) and annual returns under Sec 92 are kept at the registered office.
They may be kept at another place in India if —
approved by a Special Resolution, and
more than 1/10th of members reside there.
## 2. Inspection Rights
Who
Charge
Members / debenture-holders / security-holders
Free
Any other person
Fee, not exceeding ₹50 per inspection
Inspection must be available for at least 2 hours every working day during business hours.
## 3. Extracts & Copies
Members/debenture-holders/security-holders can take extracts free of charge.
Copies on payment of ₹10 per page.
Copies/extracts must be supplied within 7 days of payment.
Confidential fields exempt from inspection/copying: address, email ID, Unique ID, PAN.
## 4. Preservation Periods
Document
Retention
Register of Members
Permanently (custody: CS or authorised person)
Register of Debenture-holders / other securities
8 years from redemption
Copies of documents filed with ROC
8 years
Foreign Register
Permanently (unless discontinued and transferred)
## 5. Penalty for Refusing Inspection or Copies
Company and every officer in default: ₹1,000/day, maximum ₹1,00,000.
Central Government may direct immediate inspection or extracts.
## 6. Registers as Evidence — Sec 95
Registers, indices, and copies of annual returns serve as prima facie evidence of the matters recorded under the Act.
Worked example
### Example 1
Example 1 — Alternative location:
ABC Ltd's registered office is in Mumbai, but 12% of members (>1/10th) live in Bengaluru. By passing a Special Resolution, the company may keep the register of members in Bengaluru.
### Example 2
Example 2 — Inspection fee:
A journalist (not a member) wants to inspect the register of members. The company can charge up to ₹50 per inspection. If the same person wants 30 pages copied, the cost is 30 × ₹10 = ₹300, deliverable within 7 days.
### Example 3
Example 3 — Refusal:
XYZ Ltd refuses a member's inspection request for 150 days. Penalty = 150 × ₹1,000 = ₹1,50,000 → capped at ₹1,00,000.
⚠️ Common exam mistakes
Allowing the register to be kept anywhere else with just a Board Resolution — Section 94 requires a Special Resolution AND >1/10th members residing at that place.
Charging members a fee for inspection — members inspect free; the fee (max ₹50) applies only to non-members.
Treating the 8-year period as starting from the date of issue — for debenture-holders it runs from redemption.
Disclosing PAN, email or unique ID in inspection extracts — these fields are statutorily excluded.
Calculating per-day penalty without applying the ₹1,00,000 cap.
Bare-Act text Sections 94 and 95 · 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.
Section 94(2): The registers and their indices, except when they are closed under the provisions of this Act, and the copies of all the returns shall be open for inspection by any member, debenture-holder, other security holder or beneficial owner, during business hours without payment of any fees and by any other person on payment of such fees as may be prescribed.
Section 94(4): If any inspection or the making of any extract or copy required under this section is refused, the company and every officer of the company who is in default shall be liable, for each such default, to a penalty of one thousand rupees for every day subject to a maximum of one lakh rupees during which the refusal or default continues.
Section 95: The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act.