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Advertisement of Book Closure

Mukesh Darwani (Company Secretary) (79 Points)

14 May 2010

Is it mandatory to close register of members of a unlisted public ltd. co for the purpose of agm?

And it it mandatory to give an advertisement regarding the book cloure of the purpose of agm?

Mukesh.

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6 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 May 2010

For an unlisted public company closure of register of member is governed by section 154. As per section 154 closure is not mandatory bcoz words used in section 154 are “A company may close”.

However if you choose to close the register of members then you must comply section 154 in totality.

Best Regards

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 14 May 2010

Dear Mukesh,

Yes, in case of unlisted company it is not mandatory to close the register of members and in case of close of register of members it is required to publish not less than 7 days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated.

Further, in case of unlisted closely held companies you may also go for Record Date for which no publicatin is required.

Mamta Batra (CS) (376 Points)
Replied 15 May 2010

AGM of the private company is convened on 30th september,in which the shareholders has approved the dividend, can the company fix 3rd october as record date for the purpose of paying the dividend amount?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 15 May 2010

Yes, there would be no problem. Company can do so, recently Reliance has also done the same practice at the time of its Bonus issue and Dividend.

Mamta Batra (CS) (376 Points)
Replied 15 May 2010

thx

Mamta Batra (CS) (376 Points)
Replied 20 May 2010

Ankur u have stated above that , in case of unlisted closely held companies you may also go for Record Date for which no publicatin is required.

As stated in the section a company is not bound to close its register ever for a day, but if it does choose to close, the provisions of the section will have to be complied with

The Madras High Court has been of the view that the section is mandatory at least to this extent that if the company chooses to close its register of members it would have to comply with the requirement of this section.