CS M. Kurthalanathan
Introduction : Both the Companies Act, 1956 Act and Companies Act, 2013 requires companies to maintain register and index of members, register and index of debenture holders, but the 2013 Act requires company to maintain register and index of other securities also.
Registers to be maintained:
Every company shall keep and maintain the following registers :—
(a) ROM indicating separately for each class of equity and preference shares held by each member residing in or outside India;
(b) Register of Debenture-holder and
(c) Register of any other security holders.
(1) Every company shall, from the date of its registration, keep and maintain a register of its members in one or more books in Form No. MGT-1.
In the case of existing companies, registered under the Companies Act, 1956, particulars shall be compiled within six months from the date of commencement of these rules.
(2) For Company not having share capital-
(a) ROM shall contain following Particulars:
v Name of the guardian and
v DOB of the member;
v Name and address of nominee;
(b) Date of becoming member;
(c) Date of cessation;
(d) Amount of guarantee, if any;
(e) any other interest if any.
(f) Instructions, if any, given by the member with regard to sending of notices etc.
Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in one or more books in Form No.MGT-2
Maintenance of the Register of members etc. under section 88.
Every company shall maintain the registers in the following manner:-
(1) Entries after allotment or transfer of shares, debentures or other securities:
The entries in the registers maintained under section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.
(2) Register at R.O/other place:
v Registers shall be maintained at the registered office of the company
v Registers shall be maintained at other place- If
A special resolution is passed in a general meeting authorizing the keeping of the register at
(3) Other entries in ROM or in respective registers:
Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme or any of such scheme provided under this Act or by issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made within seven days after approval by the Board or committee, in the register of members or in the respective registers, as the case may be
(4) Change in Status:
If any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to transfer to Investor Education Protection Fund or due to any other reason, entries thereof explaining the change shall be made in the respective register.
(5) Reference of Order:
The necessary reference of order shall be indicated in the respective register –If
(6) Particulars of pledge/charge/Lien/hypothecation created by promoter:
In case of companies whose securities are listed on a stock exchange in or outside India, the particulars of any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein shall be entered in the register within fifteen days from such an event
If promoters of any listed company, which has formed a joint venture company with another company have pledged or hypthoticated or created charge or lien in respect of any security of the listed company in connection with such joint venture company, the particulars of such pledge, hypothecation, charge and lien shall be entered in the register members of the listed company within fifteen days from such an event.
Corresponding register and index:
Every register maintained shall include an index of the names included therein.
The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purpose of this act
Index of names to be included in Register.
(1) Every register maintained under sub-section (1) of section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found.
The maintenance of index is not necessary in case the number of members is less than fifty.
(2) The company shall make the necessary entries in the index simultaneously with the allotment or transfer of any security in such Register.
A company may keep a part of the register in any country outside India , if so authorized by its articles, in such manner as may be prescribed called “foreign register”, containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.
Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.
(1) A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the “foreign register”).
(2) The company shall file Form MGT-3 with the Registrar for
(3) A foreign register shall be
(4) If a foreign register is kept by a company in any country outside India, the decision of the appropriate authority in regard to the rectification of the register shall be binding.
(5) The company shall –
(a) transmit to its registered office in India a copy of every entry in any foreign register within 15 days after the entry is made; and
(b) keep at such office a duplicate register of every foreign register duly entered up from time to time.
(6) Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.
(7) with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.
(8) The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.
(1) The Entries in the registers and index included therein shall be authenticated by-
(2) The Entries in the foreign register shall be authenticated by –
Declaration in respect of beneficial interest in any shares.-
(1) A person whose name is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares (hereinafter referred to as “the registered owner”), shall file with the company, a declaration to that effect in Form No.MGT.4 in duplicate, within a period of 30 days from the date on which his name is entered in the register of members of such company:
If any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No.MGT.4 in duplicate.
(2) Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company not registered in his name (hereinafter referred to as “the beneficial owner”) shall file with the company, a declaration disclosing such interest in Form No. MGT.5 in duplicate, within 30 days after acquiring such beneficial interest in the shares of the company.
If where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of 30 days from the date of such change, make a declaration of such change to the company in Form No.MGT.5 in duplicate
(3) Where any declaration under section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No.MGT.6 with the Registrar in respect of such declaration with fee.
Closure of register of members or debenture holders or other security holders.-
(1) A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.
(2) The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.
If a company does not maintain;
|Company & Every officer of the company||Fine which shall not be less than Rs.50,000/- but which may extend to Rs3,00,000/- andFailure is a continuing one- fine which may extend to Rs.1000/- for every day, after the first during which the failure continues|