Statutory Registers to be maintained Under Companies Act, 2013

Under the Companies Act, 2013, maintaining statutory registers is imperative for businesses to ensure regulatory compliance. These registers, ranging from membership to security holders, serve as vital documentation of company affairs. In this comprehensive guide, we’ll delve into the specifics of the fifteen statutory registers prescribed by the Act, including their forms, relevant sections, and the events triggering their applicability.

The below are lists of Statutory Register to be maintained Under Companies Act, 2013:

1. Register of Members

• Section 88 read with Rule 3 of Companies (Management and Administration) Rules, 2014.
• To be maintained in Form MGT-1

2. REGISTER OF OTHER SECURITY HOLDERS

• Section 88 read with Rule 4 of Companies (Management and Administration) Rules, 2014.
• To be maintained in Form MGT-2.

3. FOREIGN REGISTER

• Section 88 read with Rule 7 of Companies (Management and Administration) Rules, 2014.
• Within 30 days of opening the foreign register, Form MGT-3 is required to be filed with the Registrar.
• Copy of foreign register to be maintained in India as well.

4. REGISTER OF DIRECTORS AND KMP

• Section 170(1) read with Rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014
• To be maintained for all Companies and the register shall contain, inter-alia, the following:

Personal particulars of Directors / KMP, Details of securities held by them in company, its holding company, subsidiaries and subsidiaries of holding company and associate companies relating to

• Number, description, value, Date of acquisition, date of disposal and price paid, Cumulative balance after each transaction, Mode of acquisition, mode of holding, etc.

5. REGISTER OF CHARGES

• Sections 85 read with Rule 10 of Companies (Registration of Charges) Rules, 2014.
• To be maintained in Form CHG-7.

6. REGISTER OF DEPOSITS

• Sections 73, 76 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014.
• To be maintained for every Company accepting deposits.

7. REGISTER OF LOANS, GUARANTEES, SECURITIES

• Section 186(9) read with Rule 12 of Companies (Meetings of Board and its Powers) Rules, 2014.
• To be maintained in Form MBP-2.

8. REGISTER OF INVESTMENTS NOT HELD IN COMPANY’S NAME

• Section 187 read with Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014.
• To be maintained in Form MBP-3.

9. REGISTER OF CONTRACTS IN WHICH DIRECTORS ARE INTERESTED

• Section 189 read with Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014.
• To be maintained in Form MBP-4.
• To be maintained for the following:

 Companies / firms in which Directors are interested as per Section 184(1); Contracts with body corporate / firms as specified in Section 184(2);

Contracts with related parties as specified in Section 188.

Exempted entries in the Register:

• Transactions under Section 188 which are at arm’s length basis and in ordinary course of business (4th proviso to Section 188(1));
• Disclosure regarding Director’s interest in other Companies or body corporate holding 2% or less of the paid up capital (proviso to Rule 16(1) of Companies (Meeting of Board and its Powers) Rules, 2014).
• Transactions for the sale, purchase or supply of any goods, materials or services whose value does not exceed Rs. 5 Lakhs in aggregate in any year (Section 189(5)(a)).

10. REGISTER OF SWEAT EQUITY SHARES

• Section 54 read with Rule 8(14) of Companies (Share Capital and Debentures) Rules, 2014.
• To be maintained in Form SH-3.

11. REGISTER OF EMPLOYEE STOCK OPTIONS

• Section 62(1)(b) read with Rule 12 (10) of Companies (Share Capital and Debentures) Rules, 2014.
• To be maintained in Form SH-6.

12. REGISTER OF SECURITIES BOUGHT BACK

• Section 68(9) read with Rule 17 (12) of Companies (Share Capital and Debentures) Rules, 2014.
• To be maintained in Form SH-10.

13. REGISTER OF RENEWED OR DUPLICATE SHARE CERTIFICATES

• Section 46 read with Rule 6(3) of Companies (Share Capital and Debentures) Rules, 2014.
• To be maintained in Form SH-2.

14. REGISTER OF SBO

• Section 90 read with Rule 5 of Companies (Significant Beneficial Owners) Rules, 2018.
• To be maintained in Form BEN-3.
• Applicable for Companies who have identified their SBOs.

15. REGISTER OF POSTAL BALLOT

• Section 110 read with Rule 22(10) of Companies (Management and Administration) Rules, 2014.
• To be maintained by scrutinizer which, inter-alia, to contain the following: Name, address, folio number of members; No. of shares held by them, nominal value of such shares; Details of postal ballot forms which were received invalid or defaced; Register to be in the custody of scrutinizer till the chairman approves / signs the minutes.
• Once signed, the register is required to be handed over to the Company.

Conclusion: Maintaining statutory registers under the Companies Act, 2013, is crucial for businesses to uphold transparency and adhere to legal requirements. From registers of members to registers of significant beneficial owners, each serves a distinct purpose in documenting key company information. By understanding the nuances of these registers and fulfilling their maintenance obligations, companies can navigate regulatory complexities effectively and demonstrate their commitment to compliance and governance.