Section 301 CAMA 2020

Section 301 Companies and Allied Matters Act is about Register of directors’ shareholding, etc. It is under Chapter 11 (Directors) of the Act.

(1) Every company shall keep a register showing as respectseach director of the company (not being its holding company) the number,description and amount of shares in, debentures of the company or any otherbody corporate, being the company’s subsidiary, holding company, or asubsidiary of the company’s holding company, which are held by or in trust for him or of which he has any right to become the holder:

Provided that theregister need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose, a body corporate is wholly-owned subsidiary of another if it has no members but that other and that other’s wholly-owned subsidiaries and its or their nominees.

(2) Where any share or debenture fail to be or cease to be recorded inthe said register in relation to any director by reason of a transaction entered into after the commencement of this Act and while he is a director, the register shall also show the date of, and price or other consideration for the transaction:

Provided that where there is an interval between the agreement for any such transaction and the completion thereof, the date is that of the agreement.

(3) The nature and extent of a director’s interest or right in or overshares or debentures recorded in relation to him in the said register shall, if heso requires, be indicated in the register.

(4) The company shall not by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to the rights of any person in relation to shares or debentures.

(5) The said register shall, subject to the provisions of this section, be kept at the company’s registered or head office and be open to inspection during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that at least two hours in each day be allowed for inspection)—

(a) during the period beginning 14 days before the date of the company’s annual general meeting and ending three days after the date of its conclusion,it shall be open to the inspection of any member or holder of debentures of the company ; and

(b) during that or any other period, it shall be open to the inspection of any person acting on behalf of the Commission.

(6) In computing the 14 days and the three days mentioned in subsection (5), any day which is a Saturday, Sunday or a public holiday is disregarded.

(7) Without prejudice to the rights conferred by subsection (5), the Commission may, at any time, request for the production to it of a copy of the register, or any part thereof.

(8) The register shall also be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

(9) If default is made in complying with subsection (1) or (2), or if any inspection required under this section is refused, or any copy required is not sent within a reasonable time, the company and each officer of the company are liable to a penalty in such amount as the Commission shall specify in its regulations, and if default is made in complying with subsection (8), the company and every officer of the company are liable to a penalty in such amount as theCommission shall specify in its regulations.

(10) If any inspection required under this section is refused, the Courtmay, by order, compel an immediate inspection of the register.

(11) For the purposes of this section—

(a) any person, in accordance with whose directions or instructions the directors of a company are accustomed to act, is deemed to be a director of the company ; and

(i) that permanent representative is accustomed to act in accordance with his directions or instructions, or

(ii) he is entitled to exercise or control the exercise of one third or more of the voting power at any general meeting of that body corporate.