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CS Executive · Company Law and Practice · Members and Shareholders

Nilgiri Tea Ltd has 1,200 members, of whom 150 reside in Kolkata. The board wants to keep the register of members at a Kolkata office instead of the registered office. Under Section 94, what is permissible?

Nilgiri Tea may keep the register in Kolkata because 150 exceeds one-tenth of 1,200 members, which is 120. Under Section 94(1) this requires a special resolution passed at a general meeting; a board resolution is not sufficient.

  1. AKeeping it in Kolkata, as more than one-tenth of the members reside there, if approved by a special resolution at a general meetingCorrect
  2. BKeeping it in Kolkata with a board resolution alone
  3. CKeeping it in Kolkata only with prior approval of the Registrar
  4. DKeeping it in Kolkata, since 150 is more than 100 members

Explanation

Section 94(1) allows registers to be kept at another place in India where more than one-tenth of the members reside, if a special resolution is passed at a general meeting. One-tenth of 1,200 is 120, and 150 exceeds it. A board resolution is not enough, and the requirement of giving the Registrar an advance copy was omitted.

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