Statutory Registers are the Registers that contained the specific record of the Company’s Directors, Shareholders/ Members, Loans & Guarantees, Deposits, shares etc, and are placed at the registered office of the Company.
It is advised to maintain these register for good corporate governance and to avoid penalties.
1. Register of Members:
Section 88(1) (a) and Rule 3 of the Companies (Management and Administration) Rules, 2014.
Every Company shall maintain registers of Members in Form No. MGT-1.
Company shall maintain separate register of debenture holders or security holders in Form No. MGT-2 for each type.
These entries should be made in 7 days from the date of approval of allotment, Transfer of share, debentures or any other securities.
And in case of Buy-Back, Forfeiture, reduction, sub-division, consolidation etc. such entries shall be made within 7 days after approval for the same in register of members or in respective register.
2. Register and Index of Beneficial owner: Company is required to maintain the register and index of Beneficial Owners in which entries shall be made for the beneficial owner of the shares of the Company where the share certificates are issued in the name of some other person.
- Foreign Register of Members, Debenture Holders, other Security Holders or Benefcial Owners residing outside India:
Company requires maintaining the index of members and debenture-holders in which serial wise entries shall be made for members and debenture-holders.
3. Register of Directors & Key Managerial Personnel: Section 170(1) and Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Every Company shall keep at Registered Office containing such particulars:
Directors ,KMP(Details such as DIN, Name, Father’s Name, Mother’s name, Date of Birth, Residential Address, Nationality ,Occupation, Date of appointment and other details as required.)
Other details such as: Securities held by each of them in the company, Its Holding, Subsidiary, Subsidiary of Companies’ holding Company, Subsidiary of Companies Associate Companies.
4. Register of Charges: Section 85 read with Rule -10 of Companies(Registration of Charges) Rules, 2014
- The register of charge shall be maintained under Form No. CHG-7.
- This register shall be maintained at the register office of the Company.
- Entry in register shall be authenticated by the director & Company Secretary of the company or any person as may be authorized by the Board.
- Register of Charge shall be preserved permanently.
- The Instrument creating charge or modification thereon shall be preserved for a Period of 8 years from the date of satisfaction of the charge.
5. Register of Buy-Back of Security: Section 68 (9) read with rule 17 of Chapter IV
- The register shall be maintained under Form No. SH-10
- Register shall be kept at the registered office of the company.
- Every made in register shall be authenticated by the Company Secretary or any person as may be authorized by the Board.
6. Register of Deposit: Section 73 and 76 read with Rule 14 of Companies (Acceptance of Deposit) Rules 2014-
- Company shall maintain register of deposit accepted or renewed.
- Entry shall be made within 7 days from the date of issuance of the receipt duly authenticated by the director and Company Secretary or any person as may be authorized by the Board.
- Register shall be kept at the registered office of the company.
- Register shall be maintained at least 8 years from the financial year in which the latest entry is made in the register.
7. Register of Employee Stock Option (ESOP) : Section 62(1) (b) Read with Rule 12 of Chapter IV:
- Register shall be maintained under Form No. SH-6.
- Register shall be kept at the registered office of the company or such place as decided by the board.
- Every entry made in register shall be authenticated by the company Secretary or any person as authorized by the Board.
8. Register of Sweat Equity Shares:
- Register shall be maintained under Form No. SH-3.
- Register shall be kept at the registered office of the company or such place as decided by the board.
- Every entry made in register shall be authenticated by the company Secretary or any person as authorized by the Board.
9. Register of Loan Investment and Guarantee:
- Every Company giving Loan or giving a guarantee or providing security or making an acquisition under this section shall keep a register in Form No. SH-12 which shall contain particulars of:
- Loans
- Guarantee Given
- Security provided
- Investment made
10. Register of Contract or Arrangements in which Directors are interested:
- Every Company shall maintain one or more register in Form MBP4 , and shall enter the particulars of:
- Company or Companies or Bodies Corporate, Firms or other Association of individuals, in which any director has any concern or interest, as mentioned under sub-section (1) of Section 184.
- Contracts or Arrangements with a Body Corporate or Firm or other entity as mentioned under sub-section (2) of Section 184, in which any director is directly or indirectly , concerned or interested and,
- Contract or Arrangement with related Party with respect to the transactions to which section 188 applies.
11. Register of Transfer & Transmission: The Company shall maintained separate register for transfer & transmission of equity /preference shares (Section 56).
- Contract of Service with Whole –Time Director / Managing Director:
- Every Public Company shall keep at its register office-
- Copy of contract of service, if any entered into with a managing or whole –time director or,
- Where the contract is not in writing, a written memorandum setting out its terms.
- Copy of the contract of service or Memorandum shall be open for inspection by the member without fee.
12. Books of Account:
- Companies Act, 2013 requires every company to keep and maintain at its registered head office books of accounts and relevant documents and the financial statements for each Financial Year that provides true and fair picture of the company’s state of affairs which includes its branch offices and other offices.
- The Provisions further requires an explanation of transactions affected both at registered as well its branch offices and such books must be kept at accrual basis and following the double entry system of bookkeeping.
- Books of Account shall be maintains and preserve for a period of at least 8 financial years.
- Books of Account and other books and papers may be open for inspection by a director of the Company.
13. Minutes of the Meetings:
- A distinctive Minute Book shall be maintained for each type of Meeting:
- General Meeting of Members or Creditors.
- Board Meeting
- Meeting of each Committee(CSR, Audit, Nomination and Remuneartion, shareholders Relationship Committee and other Ad-hoc Committees)
- Entry in the minute book shall be made within 30 days from the conclusion of the meeting and each page of book shall be initialed and last page of book shall be dated and signed by the Chairman of the meeting.
14. Register of Renewed and Duplicate Share Certificates:
> Particulars of each of the share certificate issued:
> In exchange for certificates which are consolidated or sub-divided or in replacement of certificates which are mutilated, defaced, old or torn ,worn out, decrepit, or where cages on the reverse for the recording transfers are duly utilized.
> In lieu of certificates which are destroyed or lost, must be entered in a register of renewed and duplicate share certificate which is to be maintained in the Form No. SH-2.
> Form No. SH-2, specify against the name of the person to whom a certificate has been issued, the date of issue and number of the certificates in lieu of which new certificate has been issued, and the required changes specified in register of members by appropriate cross-references in remarks column.
> The register must be permanently preserved and must be kept in custody of company’s Company Secretary or any other person so authorized by company’s board.
> All the entries made in this register must be authenticated by the Company secretary or such person as authorized by the company’s board in this regard.
> Such register must be kept at the Company’s registered office or at a place where Register of Members is maintained.
15. Incorporation Documents:
- A company shall preserve at its registered office:
- All Documents and information as originally filed with ROC for Incorporation of Company (Section 7 sub section (1).
- These are to be preserved permanently till its dissolution under this act by the company.
- MOA & AOA: Company shall preserve permanently at its registered office MOA &AOA filled with ROC, duly updated from time to time as per section 15.
- Copies of MOA& AOA, on being requested by a member can be send to him/her within 7 days of such request on payment of such fees as prescribed in the Companies (Incorporation) Rules, 2014.
> Copies of MOA & AOA given to Members: A company shall, on being so requested by a member.
- Note: Most of the Companies keep their statutory register in a loose-leaf binder or bound book, but they can keep it any form like a computer record. The Companies Act, 2013 requires every company to furnish these records before Registrar of Companies (ROC) within specific time limits together with prescribed fees.
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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.
Author- CS Aakansha Negi and can be contacted at csaakanshanegi@gmail.com
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