Q.1 What are Statutory Registers?
Ans: Statutory Books are the official records kept by the company relating to all legal and statutory matters.
The registers that contain the specific record of the company’s shareholders, directors, deposits, loan & guaranty, etc.
Q. 2 What are the examples of Statutory Registers?
Ans: 1. Register of Members
2. Register of directors and key managerial personnel
3. Register of charges
4. Register of Renewed and Duplicate Share Certificates
5. Register of Employee Stock Options
6. Register of Shares/Other Securities Bought Back etc.
Q. 3 Is it compulsory for every company to maintain register? Mention the section and rules.
Ans: Yes, Section 88 of Companies Act, 2013 read with Rules 3, 4, 5, 6, 8 and Rule 28 of the Companies (Management and Administration) Rules, 2014 specifies and binds every company to maintain specified register in the given format and within the prescribed time limit.
Q. 4 Name of Statutory Registers which are mandatory to be maintained under the Act?
Ans: 1. Register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;
2. Register of debenture-holders; and
3. Register of any other security holders.
Q. 5 Does the registers required to be indexed compulsorily?
Ans: Every register mandatory to be maintained shall include an index of the names included therein.
Note: The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register and index for the purposes of this Act.
Q. 6 What are “Foreign Registers”?
Ans: A part of the register, if so authorised by its articles, which are kept in any country outside India in the prescribed manner, are called “foreign register” which contains the names and particulars of the members, debenture holders, other security holders or beneficial owners residing outside India.
Q. 7 Where the Statutory Register are required to be kept and maintained?
Ans: The registers are required to be maintained by a company and shall be kept at the registered office of the company.
Q. 8 Can the Statutory Registers be kept at any other place other than registered office of the Company?
Ans: Such registers may also be kept at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside, if approved by a special resolution passed at a general meeting of the company and the Registrar has been given a copy of the proposed special resolution in advance.
Q. 9 Who can inspect / ask for such Statutory Registers of the Company?
Ans: It shall be open for inspection by any member, debenture-holder, other security holder or beneficial owner, during business hours without payment of any fees and by any other person on payment of fee of not more than Rs. 50 per inspection.
Q. 10 Can anyone ask for the copy/ extracts of such Registers?
Ans: Any such member, debenture-holder, other security holder or beneficial owner or any other person may—
(a) Take extracts from any register, or index or return without payment of any fee; or
(b) Require a copy of any such register or entries therein or return on payment of such fees as may be prescribed.
Q. 11 What are the consequences for refusal to the availability of the copy/extracts of Registers?
Ans: If any inspection or the making of any extract or copy required under this section is refused, the company and every officer of the company who is in default shall be liable, for each such default, to a penalty of one thousand rupees for every day subject to a maximum of one lakh rupees during which the refusal or default continues.
Q. 12 Is there any Government Contravention under this section?
Ans: The Central Government may also, by order, direct an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it.
Q. 13 What are the consequences if company fails to maintain the Statutory Registers?
Ans: Non-maintenance may attract the penalty on the Company & every Officer in Default of not less than Rs. 50,000/- which may extend upto Rs. 3 lacs. Also, penalty of Rs. 1,000/- per day if the default continues.
Rules Applicable on Statutory Registers:-
Rule 3 (1) of The Companies (Management and Administration) Rules 2014 says that every company Limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT-1.
Rule 3 (2) of The Companies (Management and Administration) Rules 2014, if Company is not having share capital, then they are not required to maintain records as per Form MGT-1, however they are required to maintain a register which consists of below mentioned details:-
Rule 4 of The Companies (Management and Administration) Rules 2014 says that every company which issues or allots debentures or any other security shall maintain a separate register for their records in Form No. MGT-2.
Rule 5 of The Companies (Management and Administration) Rules 2014, specifies the conditions/ procedure, of how to maintain register as required by Section 88.
Rule 6 of The Companies (Management and Administration) Rules 2014 says that every register shall include an index of the names entered in the respective registers, however maintenance of Index is not mandatory if number of members are less than 50.
Rule 7 of The Companies (Management and Administration) Rules 2014 says that if a company maintains foreign registers (Register maintained outside India) then the company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No. MGT-3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.
Rule 8 of The Companies (Management and Administration) Rules 2014 says that the entries in the registers and index included therein shall be authenticated by the Company Secretary of the Company or by any other person authorized by the Board by appending his signature to each entry for the purpose and the date of the board resolution authorising the same shall be mentioned.
Rule 10 of The Companies (Management and Administration) Rules 2014 deals with the closure of register which says that a company closing the registers shall give at least seven days prior notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company.
Rule 14 of The Companies (Management and Administration) Rules 2014 says about the inspection of registers which shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.
Rule 15 of The Companies (Management and Administration) Rules 2014 deals with the Preservation of Register of Members which says that the register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose. It shall be preserved for a period of eight years.
Rule 28 of The Companies (Management and Administration) Rules 2014, if the records of the companies are maintained in Electronic form then the Managing Director, Company Secretary or any other director or officer of the company as authorized by Board shall be responsible for the Maintenance and security of Electronic Records.