How Does Indian Companies Maintain it's Statutory Registers

Last Updated On: Aug. 28, 2020, 9:49 p.m.
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HOW DOES INDIAN COMPANIES MAINTAIN IT'S STATUTORY REGISTERS

As per the Companies Act, every company has to maintain at its registered head office books of accounts and relevant documents and the financial statements for each Financial Year.

Statutory Registers are those which contain the specific record of the company’s shareholders, directors, deposits, etc. The Statutory Register are placed at the Registered Office of the company.

Every organization to function efficiently and to maintain the statutory requirements, it is essential to maintain certain records and registers. Maintaining such records and registers are important for fulfilling the statutory, disclosure, statistical, MIS purposes. Maintaining such records helps in ensuring that the operations of an organization are systematic.

It is recommended for every company to maintain these register for good corporate governance and to avoid penalties.

1.Register of Members:

  • Every Company should maintain registers of Members in Form No. MGT-1.
  • Every Company should maintain a separate register of debenture holders or security holders in Form No. MGT-2 for each type.
  • Those entries should be made in 7 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. such entries shall be made within 7 days after approval for the same in the register of members or in the respective register.

2.Register of Charges:

  • The register of charge shall be maintained under Form No. CHG-7.
  • This register shall be maintained at the registered office of the Company.
  • Entry in the register shall be authenticated by the Director & Company Secretary of the company or any person as may be authorized by the Board.
  • The register of Charge shall be preserved permanently.
  • The Instrument creating charge or modification thereon shall be preserved for a period of 8 years from the date of satisfaction of the charge.

3. Register of Buy-Back of Security:

  • The register shall be maintained under Form No. SH-10
  • The register shall be kept at the registered office of the company.
  • Every made in the register shall be authenticated by the Company Secretary or any person as may be authorized by the Board.

 

4.Register of Deposit: 

  • The company shall maintain a register of deposit accepted or renewed.
  • Entry shall be made within 7 days from the date of issuance of the receipt duly authenticated by the director and Company Secretary or any person as may be authorized by the Board.
  • The register shall be kept at the registered office of the company.
  • The register shall be maintained at least 8 years from the financial year in which the latest entry is made in the register.

 

5. Register of Employee Stock Option (ESOP): 

  • The register shall be maintained under Form No. SH-6.
  • The register shall be kept at the registered office of the company or such place as decided by the board.
  • Every entry made in the register shall be authenticated by the Company Secretary or any person as authorized by the Board.

 

6. Register of Sweat Equity Shares:

  • The register shall be maintained under Form No. SH-3.
  • The register shall be kept at the registered office of the company or such place as decided by the board.
  • Every entry made in the register shall be authenticated by the Company Secretary or any person as authorized by the Board.

 

7. Register of Loan Investment and Guarantee:

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. SH-12 which shall contain particulars of:

  • Loans
  • Guarantee Given
  • Security provided
  • Investment made

 

8. Register of Contract or Arrangements in which Directors are interested:

  • Every Company shall maintain one or more register in Form MBP4, and shall enter 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,
  • Contract or Arrangement with related Party with respect to the transactions to which section 188 applies.

9. Register of Transfer & Transmission: 

The Company shall maintain separate register for transfer & transmission of equity /preference shares (Section 56).

  • Contract of Service with Whole –Time Director / Managing 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 a fee.

 

10. Books of Account:

  • 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 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 Provisions 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.
  • Books of Account shall be maintained and preserved for a period of at least 8 financial years.
  • Books of Account and other books and papers may be open for inspection by a director of the Company.

 

11. Minutes of the Meetings:

  • A distinctive Minute Book shall be maintained for each type of Meeting:
  • General Meeting of Members or Creditors.
  • Board Meeting
  • Meeting of each Committee(CSR, Audit, Nomination and Remuneration, 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 and each page of the book shall be initialed and the last page of book shall be dated and signed by the Chairman of the meeting.


12.  Register of Renewed and Duplicate Share Certificates:

  • Particulars of each of the share certificate 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 certificate which is to be maintained in Form No. SH-2.
  • Form No. SH-2, specify 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 register of members by appropriate cross-references in the remarks column.
  • 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 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 Register of Members is maintained.

13. Incorporation Documents:

  • A company shall preserve at its registered office:
  • All Documents and information as originally filed with ROC for Incorporation of Company (Section 7 subsection (1).
  • These are to be preserved permanently until its dissolution under this act by the company.
  • MOA & AOA: Company shall preserve permanently at its registered office MOA &AOA filled with ROC, duly updated from time to time as per section 15.
  • Copies of MOA& AOA, on being requested by a member can be sent to him/her within 7 days of such a request on payment of such fees as prescribed in the Companies (Incorporation) Rules, 2014.
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