Statutory Registers Under Companies Act 2013

Summary: Under the Companies Act, 2013, companies are mandated to maintain various statutory registers at their registered offices to ensure transparency and compliance. Key registers include the Incorporation Documents, Memorandum of Association (MOA), Articles of Association (AOA), and registers related to share certificates, sweat equity shares, and employee stock options, among others. These documents must be preserved either permanently or for a specified duration. Specific registers, such as those for significant beneficial owners, related party contracts, and loans, must also be maintained meticulously, with entries authenticated by authorized personnel. Some registers, like the Register of Members and Minutes of Meetings, are required to be preserved permanently, while others, such as the Register of Charges and Books of Accounts, have a retention period of at least eight years. All statutory registers must be available for inspection by members, creditors, and other stakeholders during business hours, with certain registers requiring inspection without any fee. Compliance with these requirements is crucial for corporate governance and ensuring that all relevant records are systematically maintained and accessible.

1. INCORPORATION DOCUMENTS: As stated in Section 7(4) Company shall preserved at its Registered office:

• All Documents and Information as Originally filed with ROC for Incorporation of Company under Section-7 sub-section (1)
• To be preserved permanently till its dissolution under this Act by the Company.
• Practicing Professional who will Incorporate Company will maintain the copy of all the documents of Incorporation.

2. MOA & AOA: Company shall preserve permanently at its Registered office MOA & AOA of filed with ROC, duly Updated from time to time.

Copies of MOA & AOA given to Members: A company shall, on being so requested by a member

• Send to him within 7 (seven) days of the request
• on Payment of such fess as prescribed in the Companies (Register offices and Fees) Rules, 2014.
• A copy of: MOA & AOA

3. REGISTER OF RENEWED AND DUPLICATE SHARE CERTIFICATE:

(Section 46 read with Rule 6 of the Companies (Share Capital and Debenture) Rules,2014

• This register shall be maintained under SH-2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and make necessary changes indicated in the Register of Members.
• Register shall be kept at the Registered office of company or at such other place where the Register of Members is kept.
• Register shall be preserved PERMANENTALY.
• Entry made in register shall be authenticated by the CS or person as may be authorized by the Board

4. REGISTER OF SWEAT EQUITY SHARES: (Section 54 read with Rule 8 of the Companies (Share Capital and Debenture) Rules,2014

 This Register shall be maintained under FORM NO. SH-3.

• The registration shall be kept at the Registered office of company.
• Entry made in register shall be authenticated by the CS or person as may be authorized by the Board

5. REGISTER OF TRANSFER & TRANSMISSION: The Company shall maintain Separate Register for Transfer & Transmission of Equity/ Preference Shares (Section – 56).

6. REGISTER OF EMPLOYEE STOCK OPTION: (Section 62(1) (b) Read with Rule 12 of Chapter IV):

• This Register shall be maintained under FORM NO. SH-6.
• Register shall be kept at the Registered office of company OR such other place as Board may Decide.
• Entry made in register shall be authenticated by the CS or person as may be authorized by the Board.

7. REGISTER OF SECURITY BUY BACK: (Section -68 (9) read with Rule 17of Chapter IV)-

• This Register shall be maintained under FORM NO. SH-10.
• The register shall be kept at the registered office of Company.
• Entry made in register shall be authenticated by the CS or person as may be authorized by the Board.

 8. REGISTER OF DEPOSIT: (Section 73 and 76 read with rule 14 of Companies (Acceptance of Deposit) Rules, 2014–

• The company shall maintain a register of deposits accepted or renewed.
• The register shall be kept at the registered office of the Company.
• Entry in register shall be made within 7 (Seven) days from the date of issuance of the receipt duly authenticated by the director & Secretary of the company or person as may be authorized by the Board.
• The register shall be maintaining at least 8(Eight) year from the Financial year in which the latest entry is made in the register.

9. REGISTER OF CHARGE: (Section 85 read with Rule-10 of company (Registration of charges) Rules, 2014–

• This Register shall be maintained under FORM NO. CHG-7.
• The register shall be kept at the registered office of Company.
• Entry in register shall authenticated by the director & Secretary of the company or person as may be authorized by the Board
• Register of Charge shall be Preserved PERMANENTALY.
• The Instrument creating Charge or Modification thereon shall be preserved for a Period of 8 (Eight) Year from the date of Satisfaction of Charge.

Register Open for Inspection:

• Registers are open for inspection during Business Hours-
• By the Members or Creditors of the company without fees;
• By any other person on payment of fees;
• Subject to reasonable restriction as the company may, by its articles, impose.

10. REGISTER OF LOAN INVESTMENT AND GURANTEE: (Section 186 & Rule 12 under the Companies (Meetings of the Board and its Power) Rules,2014.

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. MBP- 2 which shall contain particulars of:

• Loan
• Guarantee Given
• Security provided
• Investment made

 MAINTANANCE & INSPECTION:

• The register shall be kept at the registered office of the company.
• The register shall be preserved permanently.
• The register shall be kept in the custody of the company secretary of the company or any other person authorized by the board for the purpose.
• The Register shall be open to inspection at such office by Members;
• Extracts may be taken by any member,
• Copies may be furnished to any member of the company on payment of such fees as prescribed in AOA not exceeding Rs. 10(TEN) for each page.

11. REGISTERE OF INVESTMENT MADE BY A COMPANY HELD NOT IN ITS NAME: (Section 187 & Rule 14 under the Companies (Meeting of Board and its powers) Rules,2014,

• The General rule is that all the investment made by a company shall be made and held in its name.
• Where Investment of a company are not held by it in its name but in the name of a depository, the company shall maintain a register in FORM NO. MBP-3 at its registered office which shall contain such particulars as prescribed, namely, the investment in shares and other securities chronologically.
• Register shall be open for inspection by any member of debentures holder of the company without fee during business hours.
• The entry shall be authenticated by the company secretary of company or any person authorized by Board.

12. Register of Significant Beneficial Owners (Section 90 read with rule 5 of the Companies (Significant Beneficial Owners) Rules, 2018

The company shall maintain a separate register of significant beneficial owner, in FORM NO. BEN-3.

13. Register of Contracts with Related party and Contracts and Bodies etc. in which Directors are interested (Section 189 read with Rule 16 of the Companies (Meeting of The Board and its Power) Rules, 2014

• The company shall maintain a separate register of Contracts with Related party and Contracts and Bodies etc. in which Directors are interested, in FORM NO. MBP-4.
• The register shall be kept at the registered office of the company.
• The register shall be preserved permanently.
• It shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for this purpose.
• Entries in the register shall be made at once, whenever there is a cause to make entry, in chronological order and shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose

14. REGISTER OF CONTRACT OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED:

• Every company shall maintain one or more registers in Form MBP 4, and shall enter therein 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
  • Contracts or Arrangements with a RELATED PARTY with respect to transactions to which section 188 applies.
• The Register shall be placed before next meeting of board and signed by all directors present at meeting.
• The entries in the register shall be made at once
• Entry shall be authenticated by the company secretary of the company or by any other person authorized by the Board for this purpose.
• The register shall be kept at the registered office of the company.
• The register shall be preserved permanently.,
• The company shall provide extracts from such register to a member of the company on his request,
• Within seven days from the date on which such request is made upon
• The payment of such fee as may be specified in the articles of the company but not exceeding ten rupees per page.

15. KEEPING CONTRAT OF SERVICE WITH MANAGING OR WHOLE-TIME 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.

16. REGISTER OF MEMBERS: (Section 88 (1) (a) and Rule 3,4,5,15 of the Companies (Management and Administration) Rules, 2014–

• Every Company Limited by shares shall maintain registers of members in FORM NO. MGT-1.
• The company shall maintain separate register of debenture holders or security holders, in FORM NO. MGT-2 for each type of Debenture or other Securities.
• Entries in the register will be made in 7(Seven) days from the date of approval of allotment, Transfer of share, debentures or any other securities.
• In case of Buy Back, Forfeiture, reduction, sub-division, consolidation etc. entries shall be made within 7 (Seven) Days after approval for the same in register of members or in the respective register.
• If any change occurs in the status of members or debenture holder or any other security holder entries thereof explaining the change shall be made in the respective register.
• The Register of Members along with Index shall be preserved permanently.
• The Register of debenture holders or any other security holder along with the index shall be preserved for a period of 8 years from the date of redemption of debenture or securities ,as the case may be.

17. ENTRY IN REGISTER OF BENEFICIAL INTREST:

• 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.

18. MINUTES OF MEEGINGS: A distinctive Minute Book shall be maintained for each type of Meeting:

• General Meeting of Members OR Creditors
• Board Meeting
• Meetings of Each Committee

(CSR Committee, Audit Committee, Nomination and Remuneration Committee, 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.
• Each page of Book shall be initialed and last page of Book shall be dated and signed by:

General Meeting:

• Chairman of Meeting within the period of 30(Thirty) Days.
• In case of Inability of Chairman, by a Director Duly authorized by Board for purpose.

19. MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM:

• Every Listed company or a company having Not Less Than One Thousand Shareholders, Debenture Holders And Other Security Holders, shall maintain its records in electronic form.
• Existing Companies, data shall be converted from physical mode to electronic mode within 6(SIX) months from the date of notification of provisions.

20. BOOKS OF ACCOUNTS:

• Preserve for a period of at least 8 Financial Years.
• Books of Accounts and other books and papers may be open for inspection by a Director of the Company.

21. 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 a register containing such particulars of its
• Directors
• KMP’s
• Which shall include the details of the securities held by each of them in the
• Company
• Its Holding
• Subsidiary
• Subsidiary of companies’ Holding Company
• Subsidiary of Companies Associate Companies.

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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).