The Companies Act, 2013, Lays down the guidelines that every company must maintain and keep books, registers and copies of returns, documents etc. at its registered office. These books are acknowledged as Statutory Books.
Statutory Books are the official records kept by company relating to all legal and statutory matters. The registers that contain the specific record of the company’s shareholders, directors, deposits, loan & guarantee, etc.
As provided under the provisions of the Companies Act Certain statutory registers are mandatorily to be kept open by the company for inspection by directors, members, creditors of the company and by other persons. Besides that the company needs give permission to take extracts to be taken from certain documents, registers, returns, etc. and has to give copies of few documents on demand by a member or by any other person on payment of specified fees.
|The Companies Act, 2013|
|Sr. NO||Section / Rules||Deals With|
|1||Section 46 and rule 6 of the companies (Share capital and Debentures) Rules, 2014.||Register of Renewed and Duplicate Share Certificate.|
|2||Section 54 and rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014.||Register of Sweat Equity Shares.|
|3||Section 62(1)(b) rule 12(10) of the Companies (Share Capital and Debentures) Rules, 2014.||Register of Employee Stock Options.|
|4||Section 68(9) and rule 17(12) of the Companies (Share Capital and Debentures) Rules, 2014.||Register of Securities Bought Back.|
|5||Section 73 and 76 r/w Rule 14 of The Companies (Acceptance of Deposits) Rules, 2014.||Register of Deposits.|
|6||Section 85 and rule 10 of the Companies Act (Registration of Charges) Rules, 2014.||Register of Charges.|
|7||Section 88(1)(a) and rule 3 of the Companies (Management and Administration) Rules, 2014.||Register of Members.|
|8||Section 88(1)(b) & (c) and Rule 4 of the Companies (Management and Administration) Rules, 2014||Register of Debenture holders & Other Securities holders.|
|9||Section 88(4) and Rule 7 of the Companies (Management and Administration) Rules, 2014.||Foreign Register of Members, Debenture holders & other securities holders or Beneficial owners residing outside India.|
|10||Section 90and rule 5 of the Companies (Significant Beneficial Owners Rules, 2018.||Register of Significant Beneficial Owners in a Company.|
|11||Section 110 and rule 22 of the Companies (Management and Administration) Rules,2014.||Register of Postal Ballot.|
|12||Section 170(1) and rule 17 of companies (Meetings of Boards and its powers) Rules, 2014.||Register of Directors/ Key Managerial Personnel.|
|13||Section 186(9) and rule 12 of companies (Meetings of Boards and its powers) Rules, 2014.||Register of loans, guarantees given and security provided or making acquisition of securities.|
|14||Section 187 and rule 14 of companies (Meetings of Boards and its powers) Rules, 2014.||Register of Investments in any shares or securities made by company not held in its own name.|
|15||Section 189 and rule 16 of companies (Meetings of Boards and its powers) Rules, 2014.||Register of Contracts or Arrangements in which Directors are Interested.|
|SS-1 & SS-2||Provisions related to maintenance and preservation of Registers and Records under Secretarial Standards.|
|SEBI (LODR) Regulations, 2015|
|Regulation 9||Prevention of documents|
|Regulation 30(4) & (8)||Disclosure of events and information.|
Companies Act 2013 prescribes 15 Registers under various provisions of the act. Further the act either provide the Format of the Register or the contents of the Register in law itself. While some registers are applicable to all Companies others will be applicable only on happening of specified events.
1.REGISTER OF MEMBERS:
- Section 88 r/w rule 3 of Companies (Management and Administration) Rules, 2014.
- It is to be maintained in Form MGT-1 (Every Company limited by shares shall, from the date of its registration, maintain a register of its members indicating separately for each class of equity and preference shares held by each member residing in or outside India)
- It is to be updated within 7 days subsequent to Allotment/ Transfer of shares.
In case of Company not having Share Capital. The register of members shall contain the following particulars, in respect of each member, namely;
- Name of Member; (Address, Email, PAN/CIN no, Unique Identification Number, Occupation, Nationality, Name of Guardian in case of minor, Date of Birth, Nominee Details.)
- Date of Becoming Member
- Date of Cessation
- Amount of Guarantee, if any.
- Any other Interest, If any.
- Instructions given by the members regarding his communication.
Reference Documents for Updating / Checking Register of Members:
- Form PAS-3
- Form SH-4
- Certified copy of Board/ GM Resolutions Passed
- Share Certificates Issued
- List of Shareholders as filed with Annual Return.
2.REGISTER OF DEBENTURE HOLDERS & ANY OTHER SECURITY HOLDERS:
- Section 88 r/w rule 4 of Companies (Management and Administration) Rules, 2014.
- To be maintained in Form MGT-2 (Every company which issues or allots Debentures or any other securities shall maintain a separate register of debenture holders or security holders as the case may be, for each type of debenture or other securities)
- To be updated within 7 days of allotment/ transfer and within 15 days in case of any pledge, lien or hypothecation.
The register Should Contain information regarding:
- Name of the Holder
- Address and occupation
- Date of Allotment
- Date of registration with the Registrar of the Companies
- The Debentures held by each holder distinguishing each debenture by its member except where such debentures are held with depository
- Distinctive number and certificate number of debentures
- The amount paid or agreed to be considered as paid on those debentures
- Date of payment
- Date on which the name of each member was entered in the register as a debenture holder
- Date on which any member ceased to be a debenture holder or date of transfer of debentures
- Serial number of instruments to transfer, etc.
Reference documents for Updating/ Checking:
- Form PAS-3
- Form SH-4
- Certified copy of Board/ GM Resolutions passed
- Debenture Certificates issued, if any
- Financial statements
- REGISTER OF RENEWED AND DUPLICATE SHARE CERTIFICATE:
- Every company having share capital shall maintain register of renewed or duplicate share certificate since beginning and it should be reserved permanently.
- It has to be maintained in Form SH-2 (Shall be kept in the custody of the company secretary or any other person as may be authorised for this purpose.
- Entries in this register should indicate name of the person to whom it has been given
- The number of share that person holds
- Date of issue of the old certificate share certificate
- New Certificate with its number and date of issue
- Necessary changes made in the Register of certificates indicating in the remarks column for the cross reference.
- REGISTER OF SWEAT EQUITY SHARES:
- Section 54 r/w rule 8(14) of companies (Share Capital and Debentures) Rules, 2014
- It has to be maintained in Form SH-3 (Every company which issues Sweat equity shares should have to maintain such register and shall forthwith enter therein the particulars of such shares issued)
- The entries in the register shall be authenticated by Company Secretary of the company or by any other person authorized by the board for this purpose
The Register should contain the following details:
- Particulars of the date of the special resolution authorizing the issue of seat equity shares
- Date of Board Resolution for allotment
- Name of allottee
- Designation of the allottee in the organization
- Certificate number/ Folio Number
- Reference to entry in register of member
- Date of issue along with its number and value
- REGISTER OF EMPLOYEE STOCK OPTIONS:
- The company which has issued Employees Stock options shall maintain such register and the entries should be made forthwith granting if options
- It has to be maintained in Form SH-6
- It should be maintained at the registered office of the company or such other place as the Board may Decide.
- REGISTER OF SECURITIES BOUGHT BACK:
- The company shall maintain this register in Form SH-10
- This register should be maintained by the company who buys back its shares or other specified securities under section 68.
The register shall mention
- Shares or securities so bought back
- The consideration paid for the shares or securities bought back
- The date of cancellation of shares or securities
- The date of extinguishing and physically destroying the shares or securities.
- REGISTER OF DEPOSITS:
- Every company accepting deposits shall maintain at its registered office one or more separate registers for deposits accepted or renewed.
- Entries in this register shall made within seven days from the date of issuance of the deposit receipt duly authenticated by director or secretary of the company or by nay other officer authorized by the Board for this purpose.
- This register shall be preserved in good order for s period of not less than 8 years from the financial year in which the latest entry is made to the register.
- REGISTER OF CHARGES:
- The register of charges shall be maintained in Form CHG-7
- Every company shall keep a register of charges and enter therein particulars of all the charges registered with registrar on any of the property, assets or undertaking of the company.
- This register shall be open for inspection in the business hours with the conditions as may be prescribed.
- The register of charges shall be preserved permanently and the instrument creating a charge or modification thereon shall be preserved for a period of 8 years from the date of satisfaction of charge by the company.
- FOREIGN REGISTER OF MEMBERS, DEBENTURE HOLDERS & OTHER SECURITIES HOLDERS OR BENEFICIAL OWNERS RESIDING OUTSIDE INDIA:
- By virtue of the provisions of the act the company if authorized by it articles of association can also keep any part of the register in any other country, outside India, to be called foreign register.
- This register shall contain names and particulars of the members, debenture holders, other security holders or beneficial owners residing in that country.
- It shall be maintained in the Form MGT-3 it shall be open to inspections and to take extracts. This register should be preserved permanently.
- REGISTER OF SIGNIFICANT BENEFICIAL OWNERS IN A COMPANY:
- Every company shall maintain a register of the interest declared by the individual in the Form BEN 3
- The reporting company is required to maintain register of all significant beneficial owners.
- It shall be open for inspections during business hours company may specify payment for this service which shall not be more than fifty rupees for each inspection.
- THE REGISTER AND INDEX OF BENIFICIAL OWNERS
- Provisions of the act prescribes that the register and index of beneficial owners maintained by the depository shall be deemed to be the corresponding register and index for this purpose.
- REGISTER OF POSTAL BALLOT:
The scrutinizer of the postal ballot shall maintain a register either manually or electronically to record:
- Assent or dissent received from the shareholders
- Mentioning the particulars of the name, address, folio member or client ID of shareholder
- Number of shares held by them
- Nominal value of such shares whether the shares have differential voting rights, if any
- Details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid.
- It shall be under safe custody of the scrutinizer till the chairman considers, approves and signs minutes therein.
- REGISTER OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:
Every company shall particulars as may be specified in Rule 17 of the companies (Appointment and qualification of Directors) rules, 2014,
EXCEPTION in case of government company section 171 of the companies Act 2013 shall not apply to government company.
- REGISTER OF LOANS, GUARANTEES GIVEN AND SECURITY PROVIDED OR MAKING ACQUISITION OF SECURITIES:
- Every company giving loan or giving guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register and enter there in separately the particulars of loans and guarantees given, securities provided and acquisition made.
- It shall be maintained in the Form MBP-2
- REGISTER OF INVESTMENTS IN ANY SHARES OR SECURITIES MADE BY COMPANY NOT HELD IN ITS OWN NAME:
- Any shares or securities in which investment has been made by a company are not held by it in its own name, the company shall maintain a register which shall contain such particulars as may be prescribed.
- It shall be maintained in the Form MBP-3
- REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED:
- Every company shall keep one or more registers giving separately the particulars of the all the contracts or arrangements to which section 184(2) or section 188 applies.
- Such register shall be placed before the next meeting of the board and signed by all directors present at meeting.
- It shall be maintained in the Form MBP-4
For an organization to function more efficiently to adhere to the statutory requirements, it is essential to maintain certain records and registers. Maintaining such records and registers are important for fulfilling the statutory disclosure and also helps in ensuring that the operations of an organization are systematic. It also provides quick access to the crucial information.
These requirements arise due to the various applicable provisions of the laws and rules framed thereunder, Noncompliance of these sections and rules attracts huge penalties on the companies and on officers in default. For good corporate governance one must always maintain such registers adhering to the provisions of the act.
Companies Act 2013 Bare Act various Rules made thereunder
Company Law Study Material (ICSI Executive Programme)
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