As per the Companies Act 2013, there are certain Statutory Registers that are required to be maintained. Non- compliance with this requirement might lead to attracting hefty penalties to the company as well as the officers involved.
Maintaining such records helps ensure that an organisation’s operations are systematic. Companies Law 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 provide an accurate 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 and branch offices and such books must be kept on an accrual basis and following the double-entry system of bookkeeping.
The term “Statutory Register” pertains to distinct documentation concerning a company’s shareholders, directors and meetings convened. These records are separate from the regular accounting documents companies must maintain. While many companies store their statutory registers in a loose-leaf binder or bound book, they can utilise other formats, such as computerised records.
According to the Companies Act of 2013, it is mandatory for every company to submit these records, along with the applicable fees, to the Registrar of Companies (ROC) within specified timeframes.
Statutory Registers to be Maintained under the Companies Act, 2013
The statutory registers to be maintained include the Register of Members, Register Relating To Directors and KMP, Register of Charges, Registers Relating To Renewed and Duplicate Share Certificates, Register Relating To the Employee Stock Options, and Register Relating To Shares/Other Securities Buyback.
Register of the Company
The company must maintain a statutory register at its registered office for recording deposits accepted and renewed, with a retention period of 8 years from the financial year in which the entry was made. This register must include the following information regarding depositors:
- Name, PAN and address of the depositors.
- Guardian details for minors.
- Particulars of the nominee.
- Date and amount of each deposit.
- Deposit receipt number.
- Interest rate.
- Duration of the deposit.
- Repayable date.
- The due date for interest payment.
- The payment date of interest is due.
- Details related to deposit insurance.
- Details of any charge or security created.
- Other relevant information regarding the deposit.
All entries made in this register must be authenticated by a director, secretary or any other authorised officer of the company.
Register of Members
To comply with regulations, every company is required to maintain the following statutory registers for its members:
Register of Members for Equity Shares: This register should be maintained separately for equity and preference shares.
Register of Debenture Holders: This register should include an index of names and record relevant information about the debenture holders.
Register of Other Security Holders: Similar to the above registers, this register should also contain an index of names and record pertinent details about other security holders.
It must include an index of names and contain the following details for each member:
- Name, address, email
- PAN (Permanent Account Number), UIN (Unique Identification Number), CIN (Corporate Identification Number)
- Occupation, nationality
- Father’s/mother’s/spouse’s name
- Date of commencement and cessation of membership
- Other relevant details as required
Register of Directors and Key Managerial Personnel
As per the Companies Act 2013, every company must maintain a statutory register at its registered office that contains specific information about directors and Key Managerial Personnel (KMP). This register should include details regarding the securities they hold in the company, its subsidiary, holding company, associate companies or subsidiary of the company’s holding company. Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014, specifies the following particulars that must be recorded in the company’s registered office register:
- Director Identification Number (DIN)
- 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 (both present and permanent)
- Date of the board resolution for the appointment
- Date of appointment and reappointment
- Date of cessation of office and reasons thereof
Companies need to maintain this register to comply with the requirements of the law.
Register of Charges
A company is obligated to maintain a statutory register of charges in accordance with Form No. CHG 7. This register should include comprehensive information about charges registered with the registrar, including assets, property, companies or undertakings. It must also contain particulars of the acquired property subject to charges, as well as details regarding any modifications or satisfaction of charges.
The register of charges must be preserved permanently at the company’s registered office. However, the instrument that creates the charge should be kept for a period of 8 years from the date when the charge is satisfied by the company in question.
The company is required to maintain a Register of Renewed and Duplicate Share Certificates, which should be in Form No SH.2. This register contains details of each share certificate issued under various circumstances:
- Certificates issued in exchange for consolidated or sub-divided certificates or in replacement of mutilated, defaced, old, torn, worn out or decrepit certificates, where the reverse side for recording transfers has been duly utilised.
- Certificates issued in lieu of destroyed or lost certificates.
In Form No SH.2, the company must specify the following information against the name of the person to whom the new certificate has been issued:
- Date of issue
- The number of certificates that are being replaced
- Any required changes as per the Register of Members are indicated through appropriate cross-references in the “Remarks” column.
When maintaining this register, the following points should be noted:
- The register must be preserved permanently and kept under the custody of the company’s company secretary or any other authorised person designated by the company’s Board.
- All entries in the register must be authenticated by the company’s company secretary or any person authorised by the company’s Board.
- The register must be kept at the company’s registered office or where the Register of Members is maintained.
Register of Employee Stock Options
According to the Companies Act 2013, it is mandatory for a company to maintain a statutory Register of Employee Stock Options, which should be in Form No. SH.6. This register must contain details of each granted option. The company must keep this register at its registered office or any other premises as determined by the Board.
It is important to note that all entries made in the Register of Employee Stock Options must be authenticated by the company’s company secretary or any person authorised by the company’s Board for this purpose. This ensures the accuracy and validity of the information recorded in the register.
Under the Companies Act 2013 provisions, a company must maintain a statutory register of shares and other securities bought back. This register should be maintained in Form SH 10 and must include the following details:
- Date of the special resolution authorising the buyback of securities.
- Date of the Board’s approval for the buyback.
- Number and price of shares or other securities authorised for buyback.
- Dates of the opening and closing of the buyback offer.
- The date on which the buyback was completed.
- Description of the shares or other securities bought back by the company.
By maintaining this register, the company ensures proper documentation and record-keeping of the buyback activities in accordance with the Companies Act.
List of Statutory Register to be maintained under the Companies Act, 2013
|Sr. No.||Name of Statutory Register||Form No.|
|1||Register of members (Section – 88)||MGT-01|
|2||Register of Debenture holders (Section- 88)||MGT-02|
|3||Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India (Section- 88)||–|
|4||Register of significant beneficial owners (Section 90)||BEN-3|
|5||Register of Renewed and Duplicate Share Certificate (Section – 46)||SH-02|
|6||Register of Sweat Equity Shares (Section – 54)||SH-03|
|7||Register of Employee Stock Options (Section- 62)||SH-06|
|8||Register of Shares or Securities which have been Bought Back (Section- 68)||SH-10|
|9||Register of Deposits (Section- 74)||–|
|10||Register of Charges (Section- 85)||CHG-07|
|11||Register of Directors and KMPs (Section- 85)||–|
|12||Register of Loans/Guarantee/Security and Acquisition by Company (Section 186)||MBP-2|
|13||Register of Investments not held in its own name (Section-187)||MBP-3|
|14||Register of Contracts or Arrangements in which Directors are interested (Section-189)||MBP-4|
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