List of Statutory registers to be maintained under companies’ act 2013?

Introduction:

For an organization to function efficiently and adhere to the statutory requirements, it is essential to maintain certain records and registers. Maintaining such records and registers are important for fulfilling statutory, disclosure, statistical, MIS purposes.  Maintaining such records helps in ensuring that the operations of an organization are systematic. 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 FY (financial year) that provides a true and fair picture of the company’s state of affairs which includes its branch offices and other offices.

The provision 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.

Statutory Books

Statutory Register refers to specific records about a company’s shareholders, directors, and the meetings held. These records are in addition to the normal accounting records that companies are also meant to keep. Most of the companies keep their statutory registers in a loose-leaf binder or bound book, but they can keep it in any form like a computer record. The Companies Act, 2013 requires every company to furnish these records before ROC (registrar of companies) within specific time limits together with prescribed fees.

Registers to be maintained under the Companies Act, 2013

Register of the Company

Every company accepting deposits must keep at the registered office, one or more registers for deposits accepted and/or renewed for a period of 8 years. Such period must be from FY (financial year) in which the entry was made in such register. Such register must contain the followings in respect of depositors:

  • Name, PAN and address of the depositors;
  • For minors, guardian details;
  • Particulars of the nominee;
  • Date and amount of each deposit;
  • Deposit receipt number;
  • Interest rate;
  • Duration of such deposit:
  • Repayable date;
  • The due date for interest payment;
  • Payment date of interest due;
  • Details with respect to deposit insurance;
  • Details of charge/ security created;
  • Other details with respect to deposit.

All the entries which are entered in this register must be authenticated by the company’s directory, secretary or such other officer authorized to do so.

Register of Members

Every company needs to keep and maintain the below-mentioned registers with respect to its members:

  • Register of the members separately for the equity shares and preference shares.
  • Register for the debenture holders.
  • Register for other security holders.

The registers must contain an index of the names. Further, member’s register, in case a company doesn’t have the share capital, must have the following details of each member:

  • Name, address, E-mail, PAN, UIN, CIN, Occupation, Nationality, Father’s /Mother’s Name/Spouse’s Name,
  • Date of commencement of membership,
  • Date of cessation of membership,
  • Other details as necessary.

Register of Directors and Key Managerial Personnel

The Companies Act 2013, requires every company to maintain and keep a register at its registered office containing particulars of the directors and KMP (Key Managerial Personnel), which should comprise details of the securities held by them in the company or its subsidiary, holding, associate companies or subsidiary of company’s holding company. According to rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014, the below-mentioned particulars shall be kept in a register a company’s registered office:

  • DIN (Director Identification Number);
  • Name and surname;
  • Any previous name or surname;
  • Father’s name, mother’s name and spouse’s name;
  • Date of birth;
  • Nationality (including the nationality of origin, if different);
  • Residential address (present as well as permanent);
  • The date of board resolution where the appointment was made;
  • Occupation;
  • Date of appointment and reappointment;
  • Date of cessation of office and reasons thereof;

Register of Charges

Register of charges must be maintained by a company in Form no CHG 7 This register must contain details of the charges registered with the registrar on assets, property, companies or undertaking along with particulars of property that was acquired and which was subject to charges and also particulars of modifications or satisfaction of any charge. The register of charges must be permanently preserved at the company’s registered office, however, the instrument creating the charge must be preserved for a period of 8 years from the date of satisfaction of the charge by the said company.

Register of Renewed and Duplicate Share Certificates

Particulars of each of the share certificates 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 Certificates which is to be maintained in  Form No SH.2, the companies specifies 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 the Register of Members by appropriate cross-references in “Remarks” column. While maintaining such register, the below-mentioned points must be kept in mind:

  • The register must be permanently preserved and must be kept in the custody of the company’s company secretary or any other person so authorized by the company’s Board.
  • All the entries made in this register must be authenticated by the company’s 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 the Register of Members is maintained.

Register of Shares/Other Securities Bought Back

As per the Companies Act 2013, a register of shares and other securities bought back needs to be maintained by a company in Form SH 10. The details which need to include are as follows:

  • Date of the passing of the special resolution authorizing the buy-back of securities
  • Date of Board’s approval
  • Number and price of shares or other securities authorized for buyback
  • Date of such opening and closing of the buy-back offer
  • Date on which the buy-back was completed
  • Description of the shares or other securities bought back by the company

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: As per Companies Act 2013 every Indian company is required to maintain a statutory register at its registered office until the dissolution of the company Failure of the company to maintain statutory register could result in a fine of not less than Rs.1 lakh, which may extend to Rs.10 lakh. Further, the Officers of the company may also be punishable with imprisonment for a term which may extend to six months or with a fine not less than Rs.25 thousand which may extend to Rs.1 lakh. Hence, it is important for a private limited company or limited company or one person company incorporated in India to maintain statutory register.

The following is the list of statutory register to be maintained. Some of the registers may not be applicable based on the nature of the company:

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

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.

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

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.

16.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.

17.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.

Refrerences:

Companies Act,https://www.indiafilings.com/learn/list-statutory-registers-companies-act-2013/,https://www.legalwiz.in/blog/maintaining-of-the-statutory-registers-by-the-companies-in-india.https://learn.quicko.com/statutory-registers-under-companies-act-2013

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