Companies Act 2063

Chapter 4  Shares And Debentures

Section 46 : Shareholder and debenture-holder register
1) Each company shall establish a shareholder register and debenture-holder register in the prescribed format and maintain the same at its registered office.
2) The following matters concerning each shareholder shall be mentioned in the shareholder register as referred to in sub-section (1), according to the serial number of shares:
(a) Full name and address of the shareholder,
(b) Number of shares subscribed by the shareholder,
(c) Total amount paid by the shareholder and outstanding amount payable by him/her for the share,
(d) Date of registration of his/her name as the shareholder,
(e) Date when his name was struck off,
(f) Name and address of the nominee after the death of the shareholder if such nominee is appointed.
3) The following matters concerning each debenture-holder shall be mentioned in the debenture-holder register as referred to in Subsection (1), according to the serial number of debentures:
(a) Full name and address of the debenture-holder,
(b) Number of debentures subscribed by the debenture holder,
(c) Total amount paid by the debenture-holder and outstanding amount payable by him/her for the debenture,
(d) Date of registration of his/her name as the debenture-holder,
(e) Date when the name of the debenture-holder was struck off,
(f) Name and address of the nominee after the death of the debenture-holder if such nominee is appointed.
4) If a shareholder or debenture-holder of a company desires to inspect the register maintained pursuant to sub-section (1), the company shall allow him/her for the same.
Provided that in the case of a public company, the company may, by publishing a seven-day advance notice in a newspaper with national circulation, and in the case of a private company, the company may, as provided in the articles of association or consensus agreement, close inspection of the register for a maximum period of thirty days at one time, not exceeding in the aggregate forty-five days in a year.
5) If any person desires to have a duplicate copy of the shareholder register, such duplicate copy shall be issued to that person by collecting the fees as prescribed, in the case of a public company, and such fees as mentioned in the memorandum of association, articles of association or consensus agreement, in the case of a private company, except in case where inspection is closed pursuant to the proviso to sub-section (4).
6) Notwithstanding anything contained elsewhere in this Section, a listed company may cause the securities registrar recognised under the prevailing law to provide securities deposit service to establish and maintain a register. A copy of the register so maintained shall be kept at the registered office of the company prior to giving notice of the general meeting each year. The register shall set out the matters mentioned in sub-sections (2) and (3).
7) If a register maintained under sub-section (6) is found to have recorded a false matter in a manner that affects the right and interest of a person, such securities registrar, his/her director, officer, and employee shall be liable to punishment as mentioned in Section 160, and the concerned person shall also be entitled to have recovered the loss and damage caused to him/her because of such false record.