Different Statutory Registers under Companies Act, 2013

Transparency is very important for the society likewise Ministry of Corporate Affairs has implemented The Companies Act, 2013 in such a way that it every company run their in business in clear and transparent way.

The Companies Act, 2013 and the rules states the preparation and maintenance of various registers as and when applicable to company. There are some of the register which are applicable to all companies whereas some are applicable to specified companies. Let’s discuss about these registers in deep.

1. Register of Members: Every company having the members need to maintain the register of members as per Companies Act, 2013.

Law: Section 88 under The Companies Act, 2013 read with Rule 3 The Companies (Management and Administration) Rules, 2014.

Format: The register of Member needs to maintained in Form No. MGT-1.

Penalty: If a company does not maintain a register of members or fails to maintain them in accordance with the provisions, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

2. Register of Debenture Holders: Every company having the debentures holder, need to maintain the register of debenture holders as per Companies Act, 2013.

Law: Section 88 under The Companies Act, 2013 read with Rule 4 The Companies (Management and Administration) Rules, 2014.

Format: Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders, for each type of debentures in Form No.MGT-2.

Penalty: If a company does not maintain a register of debenture holders or fails to maintain them in accordance with the provisions, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

3. Register of Beneficial Owner: Every company having the debentures holder, need to maintain the register of beneficial owners as per Companies Act, 2013.

Law: Section 88 under The Companies Act, 2013 read with Rule 4 The Companies (Management and Administration) Rules, 2014.

Format: As given under section 11 of the Depositories Act, 1996.

Penalty: If a company does not maintain a register of Beneficial Owner or fails to maintain them in accordance with the provisions, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

4. Index of Members & Debenture-Holders: Company is required to maintain the Index of Members and debenture-holders in which serial wise entries shall be made for members and debenture-holders.

Law: Section 88 under The Companies Act, 2013 read with Rule 6 The Companies (Management and Administration) Rules, 2014.

Penalty: If a company does not maintain a index of members and debenture-holders or fails to maintain them in accordance with the provisions, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

5. Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing Outside India:- A company having member, debenture holders or any their security holders in foreign country shall maintain the registers.

Law: Section 88 under The Companies Act, 2013 read with Rule 7 The Companies (Management and Administration) Rules, 2014.

Format: Every company shall maintain such register in format MGT-3 of such members, debenture-holders, other security holders or beneficial owners residing outside India.

Penalty: If a company does not maintain such register, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

6. Registers of Renewed & Duplicate Share Certificates: Register of share certificates and even the renewed/ duplicate certificates maintained.

Law: Section 46 of the Companies Act, 2013 read with rule 6 of

Format: Format as in SH-1 as per

Penalty: If a company fails to comply with maintaining this register or not maintain as per provisions, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher as well as every officer in default will also be liable for penalty.

7. Registers of Sweat Equity Shares: Any company which issues sweat equity shares, then company needs to maintain a register stating the details of all sweat equity shares issued from time to time.

Law: Section 54 of The Companies Act, 2013 read with rule 8 of The Companies (Share Capital and Debentures) Rules, 2014 

Format: The company shall maintain a Register of Sweat Equity Shares in Form No. SH.3 and shall forthwith enter therein the particulars of Sweat Equity Shares issued.

Penalty: If a company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.

8. Registers of Employee Stock Option (ESOP):- A company can issue shares to employees under a scheme of employees’ stock option.

Law: Section 62 of the Companies Act, 2013 read with rule 12 of The Companies (Share Capital and Debentures) Rules, 2014.

Format: The company shall maintain a Register of Employee Stock Options in Form No. SH.6 and shall forthwith enter therein the particulars of option granted. The Register of Employee Stock Options shall be maintained at the registered office of the company or such other place as the Board may decide. The entries in the register shall be authenticated by the company secretary of the company or by any other person authorized by the Board for the purpose.

Penalty: If a company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.

9. Registers of Securities Bought Back: A company who has purchased its own shares or other specified securities has to maintain a register detailing all the particulars of shares purchased i.e. buy back.

Law: Section 68 of The Companies Act read with rule 17 of The Companies (Share Capital and Debentures) Rules, 2014.

Format: The company, shall maintain a register of shares or other securities which have been bought-back in Form No. SH.10. The register of shares or securities bought-back shall be maintained at the registered office of the company and shall be kept in the custody of the secretary of the company or any other person authorized by the board in this behalf. The entries in the register shall be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose.

Penalty: If a company makes any default maintaining register the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees.

10. Registers of Deposits: Any company who accepts deposits from public or members from time to time is required to maintain register of deposits.

Law: Section 73 of The Companies Act, 2013 read with 14 of The Companies (Acceptance of Deposits) Rules, 2014.

Format: Company is required to maintain register having details name, address and PAN of the depositor/s, particulars of guardian, in case of a minor, particulars of the nominee, deposit receipt number, date and the amount of each deposit, duration of the deposit and the date on which each deposit is repayable, rate of interest or such deposits to be payable to the depositor, due date for payment of interest, mandate and instructions for payment of interest and for non-deduction of tax at source, if any,  date or dates on which the payment of interest shall be made, particulars of security or charge created for repayment of deposits and any other relevant particulars.

Penalty: Every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years and with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees.

11. Registers of Charges: Any company which creates charge over any property of company is required to maintain a register of charges which has been created from time to time.

Law: Section 85 of The Companies Act, 2013 read with rule 10 of The Companies (Registration of Charges) Rules, 2014.

Format: Every company shall keep at its registered office a register of charges in Form No. CHG.7 and enter therein particulars of all the charges registered with the Registrar on any of the property, assets or undertaking of the company and the particulars of any property acquired subject to a charge as well as particulars of any modification of a charge and satisfaction of charge.

Penalty: If any company is in default in maintaining register, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

12. Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding: A company needs to maintain its register stating the details about all directors and key managerial personnel who have been appointed, designation changed, removed or resigned form the post from time to time and which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.

Law: Section 170 of The Companies Act, 2013 read with 17 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

Format: Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-

• Director Identification Number (optional for key managerial personnel);
• present name and surname in full;
• any former name or surname in full;
• father’s name, mother’s name and spouse’s name (if married) and surnames in full;
• date of birth;
• residential address (present as well as permanent);
• nationality (including the nationality of origin, if different);
• occupation;
• date of the board resolution in which the appointment was made;
• date of appointment and reappointment in the company;
• date of cessation of office and reasons therefor; office of director or key managerial personnel held or relinquished in any other body corporate;
• membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and
• Permanent Account Number (mandatory for key managerial personnel if not having DIN)

And the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company’s holding company and associate companies relating to:-

• the number, description and nominal value of securities;
• the date of acquisition and the price or other consideration paid; date of disposal and price and other consideration received;
• cumulative balance and number of securities held after each transaction;
• mode of acquisition of securities;
• mode of holding – physical or in dematerialized form; and
• whether securities have been pledged or any encumbrance has been created on the securities.

Penalty:  If a company defaults in maintaining register, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

13. Registers of Loan & Guarantee:- Every company who gives any loan or provided any guarantee or provide security in connection with a loan or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate is required to maintain a register.

Law: Section 186 of The Companies Act, 2013 read with rule 12 of The Companies (Meetings of Board and its Powers) Rules, 2014.

Format: Every company giving loan or giving guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register in Form MBP 2 and enter therein separately, the particulars of loans and guarantees given, securities provided and acquisitions made as aforesaid.

Penalty:  If a company defaults in maintaining register, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.

14. Registers of Investments of The Company: Any company who made investments in security or other asset shall be made and held by it in its own name is required to maintain register.

Law: Section 187 of The Companies Act, 2013 read with rule 14 of The Companies (Meetings of Board and its Powers) Rules, 2014.

Format: Every company shall, from the date of its registration, maintain a register in Form MBP 3 and enter therein, chronologically, the particulars of investments in shares or other securities beneficially held by the company but which are not held in its own name and the company shall also record the reasons for not holding the investments in its own name and the relationship or contract under which the investment is held in the name of any other person.

Penalty: If a company defaults in maintaining register, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.

15. Registers of Contracts & Arrangements in Which Directors Are Interested:- Every company who enters into any contract or agreements from time to time during the course if business is required to maintain a register for same.

Law: Section 189 of The Companies Act, 2013 read with rule 16 of The Companies (Meetings of Board and its Powers) Rules, 2014.

Format:  Every company shall maintain one or more registers in Form MBP 4.

Penalty: Every director who fails to comply with the provisions of this section and the rules made thereunder shall be liable to a penalty of twenty-five thousand rupees.

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Disclaimer: – The above article is prepared keeping in mind various provisions relating to maintenance of register under the Companies Act, 2013 and rules made thereunder. The author has tried to cover all the important and basic question relating to maintaining of registers. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

(The Author is Corporate Consultant and provides varied array of services including Start-ups mentor, Secretarial, Legal, Trademark, taxation, Audit, GST, Book keeping and other ancillary advisory service in Delhi, Chandigarh as well as The National Capital Region (NCR) and can be contacted through email id:- triptishakyacs2017@gmail.com and Contact Number: 91-8178515005)