All about Statutory Registers Under Companies Act, 2013

What are Statutory Registers?

According to the Companies Act, Statutory Registers are the registers which contains the specific record of the company’s shareholders, directors, deposits, loan & guaranty etc.& are placed at the Registered Office of the Company.

Why Statutory Registers are required to be maintained?

Requirement to maintain the Statutory Registers arises due to the various applicable provisions of the Companies Act, 2013 & rules framed thereunder. Non-compliance of these sections and rules attracts huge penalties on the companies and on Officers in Default.

For good corporate governance and to avoid the penalties, it is always advised to maintain the Statutory Registers.

 Statutory Registers required to be kept & maintained:

 1. Register of Members

Section 88, Subsection 1 & Rule 3 requires maintaining the Register of Members under format MGT-1

Place: These registers are required to be kept at the Registered Office of the Company or at any other place where one tenth of the member resides by passing a Special Resolution.

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by Company Secretary (CS), by Authorised Director/Authorised Person where there is no Company Secretary in the Company.

Inspection: Registers mentioned under this section can be inspected by the members of the company without fee or by any other person with payment of fee of not more than Rs. 50 per inspection.

Penalty: 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.

 2. Register of Debenture Holders

Section 88, Subsection 1 & Rule 4 requires to maintain the Register of Debenture-holders under format MGT-2.

Place: Similar to Register of Members.

Authentication of Entries: Similar to Register of Members.

Inspection: Similar to Register of Members.

Penalty: Similar to Register of Members.

3. Index of Members & Debenture-Holders

Section 88, Subsection 2 & Rule 6 requires to maintain the Index of Members and debenture-holders in which serial wise entries shall be made for members and debenture-holders.

Place: Similar to Register of Members

Authentication of Entries: Similar to Register of Members

Inspection: Similar to Register of Members

Penalty: Similar to Register of Members

4. Register & Index of Beneficial Owner

Section 88, Subsection 3 requires 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.

Place: Similar to Register of Members

Authentication of Entries: Similar to Register of Members

Inspection: Similar to Register of Members

Penalty: Similar to Register of Members

5. Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing Outside India

Section 88, Subsection 4 & Rule 7 requires to maintain the Index of Members and debenture-holders in which serial wise entries shall be made for members and debenture-holders.

Place: Similar to Register of Members

Authentication of Entries: Similar to Register of Members

Inspection: Similar to Register of Members

Penalty: Similar to Register of Members

6. Registers of Renewed & Duplicate Share Certificates

Section 46, Subsection 3 & Rule 6 requires to maintain the Register of Renewed and Duplicate Share Certificates in format SH-2.

Place: These registers are required to be kept at the Registered Office of the Company or at any other place authorized by the Board of Directors by passing a Board Resolution.

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: Section & rule is silent regarding the inspection.

Penalty: Non-maintenance may attract the penalty on the Company upto minimum of 5 times of the Face Value of the Shares involved which may extend upto 10 times or Rs. 10 Crore whichever is higher. Whereas, every Officer in Default is liable for action under section 447.

7. Registers of Sweat Equity Shares

Section 54 & Rule 8 requires to maintain the Register of Sweat Equity Shares in format SH-3.

Place: These registers are required to be kept at the Registered Office of the Company or at any other place authorized by the Board of Directors by passing a Board Resolution.

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: Section & rule is silent regarding the inspection.

Penalty: Section & rule is silent regarding the penalty.

8. Registers of Employee Stock Option (ESOP)

Section 62 & Rule 12 requires to maintain the Register of Employee Stock Option providing all the details regarding the issue, e.g. Name of the Employees to whom the shares have been allotted, Employee Code, Number of Shares allotted, Lock-in period, if any etc.

Place: These registers are required to be kept at the Registered Office of the Company or at any other place authorized by the Board of Directors by passing a Board Resolution.

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: Section & rule is silent regarding the inspection.

Penalty: Section & rule is silent regarding the penalty.

9. Registers of Securities Bought Back

Section 68 requires to maintain the Register of Securities Bought Back in format SH-10.

Place: These registers are required to be kept at the Registered Office of the Company

Authentication of Entries & Custody of the Register: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no Company Secretary in the Company.

Inspection: Section & rule is silent regarding the inspection.

Penalty: Non-maintenance may attract the penalty on the Company of Minimum Rs. 1 Lakh which may extend upto Rs. 3 Lakh & every Officer in Default may have imprisonment of upto 3 Years with or without penalty of Minimum Rs. 1 Lakh which may extend upto Rs. 3 Lakh.

10. Registers of Deposits

Section 73 & Rule 14 requires to maintain the Register of Deposits providing the details of deposits, interest thereon, tenure etc.

Place: These registers are required to be kept at the Registered Office of the Company.

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: Section & rule is silent regarding the inspection.

Penalty: Section is silent regarding penalty.

11. Registers of Charges

Section 85 requires maintaining the Register of Charges in format CHG-7.

Place: These registers are required to be kept at the Registered Office of the Company

Authentication of Entries: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: Register can be inspected during Business Hours by member/creditor without fee & by any other person with payment of fee.

Penalty: Section & rule is silent regarding the penalty.

12. Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding

Section 170 & Rule 17 requires to maintain the Register of Directors & KMP and their Shareholding describing the Details of Directors such as Name, Address, PAN etc and their shareholding in the Company itself, its Associate Companies, Subsidiary Companies etc.

Place: These registers are required to be kept at the Registered Office of the Company

Authentication of Entries: Section and rule is silent about the authentication but generally required to be authenticated after the entry is made, in the coming Board Meeting of the Company by CS or Authorised Director/Officer of the Company.

Inspection: The Register can be inspected during Business Hours & members have right to take extracts & copies on request for free of cost within 30 days of making the request. The Register shall be open for inspection in the Annual General Meeting (AGM) of the Company & made accessible to every person attending the AGM.

Penalty: Non-maintenance may attract the penalty on the Company & every Officer in Default minimum of Rs. 50 Thousand which may extend upto Rs. 5 Lakhs.

13. Registers of Loan & Guarantee

Section 186, Subsection 9 & Rule 12 requires to maintain the Register of Loan and Guarantee given, Security provided, Acquisitions made in Format MBP-2 in which entries shall be made chronologically.

Place: These registers are required to be kept at the Registered Office of the Company

Authentication of Entries & Custody: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: The Register can be inspected during Business Hours & members have right to take extracts & copies on request for free of cost.

Penalty: Non-maintenance may attract the penalty on the Company minimum of Rs. 25 Thousand and Maximum of Rs. 5 Lakhs. Whereas, every Officer in Default can be imprisoned upto period of 2 Years with or without fine minimum of Rs. 25 Thousand which may extend upto Rs. 1 Lakh.

14. Registers of Investments of The Company Not Held in Its Own Name

Section 187 & Rule 12 requires to maintain the Register of Investments by the Company but not held in its own name in Format MBP-3 in which entries shall be made chronologically.

It shall contain the particulars of the investment e.g. shares or other security which is beneficially held by the company along with the reason for not holding it in its name. The Register shall also mention the relation/contract under which the investment is held by the other person.

Place: These registers are required to be kept permanently at the Registered Office of the Company.

Authentication of Entries & Custody: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by CS, by Authorised Director/Authorised Person where there is no CS in the Company.

Inspection: The Register can be inspected during Business Hours by Members & Debenture-holders without charges & as per the restrictions given in the Articles of the Company.

Penalty: Non-maintenance may attract the penalty on the Company minimum of Rs. 25 Thousand and Maximum of Rs. 25 Lakhs. Whereas, every Officer in Default can be imprisoned upto period of 6 Months with or without fine minimum of Rs. 25 Thousand which may extend upto Rs. 1 Lakh.

15. Registers of Contracts & Arrangements in Which Directors Are Interested

Section 189 & Rule 62 requires to maintain the Register of Contracts and Arrangements in which directors are interested, in two parts:

Part-A Entries regarding interest of Director in other concerns shall be recorded and in Part-B Disclosure regarding Related Party Transaction Shall be given.

Place: These registers are required to be kept permanently at the Registered Office of the Company.

Authentication of Entries & Custody: Entries made in this register shall be authenticated in the Next Board Meeting of the Company by Company Secretary, by Authorised Director/Authorised Person where there is no Company Secretary in the Company.

Inspection: The Register can be inspected during Business Hours by Members & Debenture-holders without charges & as per the restrictions given in the Articles of the Company. The Register shall also be produced at every AGM of the Company an made available for inspection to every person attending the AGM.

Penalty: Non-maintenance may attract the penalty on the Company minimum of Rs. 25 Thousand and Maximum of Rs. 25 Lakhs. Whereas, every Officer in Default can be imprisoned upto period of 6 Months with or without fine minimum of Rs. 25 Thousand which may extend upto Rs. 1 Lakh.

Note: Although there are various registers are required to be maintained as per the Companies Act, 2013 but a company shall maintain only those Statutory Registers which are applicable to them according to the business and transactions. As we can see that non-maintenance of few Statutory Registers does not attracts the penalty but companies are always advised to follow the good corporate governance practices and to maintain them as well according to the requirement.