Section 91: Company to maintain share register

91. Company to maintain share register (1) A company shall maintain a share register which shall record the shares issued by the company and which shall state— (a) whether, under the constitution of the company or the terms of issue of the shares, there are any restrictions or limitations on their transfer; and (b) the place where any document that contains the restrictions of limitations may be inspected. (2) A public company or subsidiary or holding company of a public company shall maintain in accordance with section 146 of the Companies Act 1984 a register of substantial shareholders in which it shall enter the particulars specified in subsection (3) in respect of every share held by a substantial shareholder or in which directly or indirectly he has an interest. (3) The share register under subsection (1) shall state, with respect to each class of shares— (a) (i) the names, in alphabetical order, and the last known address of each person who is, or has within the last 7 years been, a shareholder; (ii) where the shares are held by a nominee, the names in alphabetical order and the last known addresses of the beneficial owners or the ultimate beneficial owners giving to the shareholder instructions to exercise a right in relation to a share either directly or through the agency of one or more persons; (b) the number of shares of that class held by each shareholder within the last 7 years; and (c) the date of any— (i) issue of shares to; (ii) repurchase or redemption of shares from; or C35 – 65 [Issue 10] Companies Act (iii) transfer of shares by or to, each shareholder within the last 7 years, and in relation to the transfer, the name of the person to or from whom the shares were transferred. (3A) The information referred to in subsection (3) (a) (ii) shall be lodged with the Registrar within 14 days from the date on which any entry or alteration is made in the share register. (3B) The share register referred to in subsection (1) shall be kept by a company for a period of at least 7 years from the date of the completion of the transaction, act or operation to which it relates. (3C) A company, other than a small private company which fails to comply with subsection (3) (a) (ii), (3A) or (3B) shall commit an offence and shall, on conviction, be liable to a fine not exceeding 300,000 rupees. (4) An agent may maintain the share register of the company provided that the agent is qualified to be the Secretary of a public company in accordance with section 165. (5) Every company having more than 50 shareholders shall— (a) unless the share register is in such a form as to constitute in itself an index, keep an index of the names of the shareholders of the company; and (b) within 14 days from the day on which any alteration is made in the share register, make any necessary alteration in the index. (6) Notwithstanding subsection (5), where a company has more than 50 shareholders, the Registrar may require the company to keep the share register in such form as the Registrar deems fit. (7) The index shall contain sufficient indication to enable the particulars of each shareholder to be readily found in the register. (8) In subsection (3) (a) (ii)— “beneficial owner” or “ultimate beneficial owner” means a natural person who holds by himself or his nominee, a share or an interest in a share which entitles him to exercise not less than 25 per cent of the aggregate voting power exercisable at a meeting of shareholders. [S. 91 amended by s. 5 (f) of orm as the Registrar deems fit. (7) The index shall contain sufficient indication to enable the particulars of each shareholder to be readily found in the register. (8) In subsection (3) (a) (ii)— “beneficial owner” or “ultimate beneficial owner” means a natural person who holds by himself or his nominee, a share or an interest in a share which entitles him to exercise not less than 25 per cent of the aggregate voting power exercisable at a meeting of shareholders. [S. 91 amended by s. 5 (f) of Act 27 of 2012 w.e.f. 22 December 2012; s. 11 (c) of Act 10 of 2017 w.e.f. 24 July 2017; s. 13 (g) of Act 11 of 2018 w.e.f. 9 August 2018.]