What are Statutory Registers?
Legal Framework for Statutory Registers Under Companies Act
Maintaining Register of Members (Section 88)
Maintaining Register of Charges (Section 85)
Maintaining Register of Significant Beneficial Owner (Section 90)
Keeping Registers at Company’s Registered Office (Section 94)
Registers to be Prima Facie Evidence (Section 95)
Maintaining Register for Minutes of Meeting (Section 118)
What are the Statutory Books Maintained by a Company?
- Register of Sweat Equity Shares: Regulated by Section 54 and Rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014, this register records details of sweat equity shares issued by the company.
- Register of Employee Stock Options: Governed by Section 62(1)(b) and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, this register maintains information regarding employee stock options granted by the company.
- Register of Securities Bought Back: Mandated by Section 68(9) and Rule 17(12) of the Companies (Share Capital and Debenture) Rules, 2014, this register documents securities bought back by the company.
- Register of Deposits: Regulated by Section 73 and Rule 14 of the Companies (Acceptance of Deposits) Rules, 2014, this register records deposits accepted by the company.
- Register of Charges: Governed by Section 85 and Rule 7 of the Companies (Registration of Charges) Rules, 2014, this register documents charges created on the company’s assets.
- Register of Members: Maintained under Section 88(1)(a) and Rule 3 of the Companies (Management and Administration) Rules, 2014, this register contains details of the company’s shareholders.
- Register of Debenture Holders: Regulated by Section 88(1)(b) & (c) and Rule 4 of the Companies (Management and Administration) Rules, 2014, this register records information about debenture holders.
- Foreign Members Register: Mandated by Section 88(4) and Rule 7 of the Companies (Management and Administration) Rules, 2014, this register maintains details of members residing outside India.
- Register of Renewed and Duplicate Share Certificates: Governed by Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, this register documents the issuance of renewed or duplicate share certificates.
- Register of Significant Beneficial Owners: Regulated by Section 90 of the Companies Act, this register identifies individuals with significant beneficial ownership or control over the company’s shares.
- Register of Postal Ballot: Mandated by Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014, this register documents proceedings and results of voting conducted through postal ballots.
- Register for Minutes of Meetings: Regulated by Section 118 of the Companies Act, these books contain records of decisions made during meetings.
- Books of Accounts: Governed by Section 128 of the Companies Act, these books maintain records of the company’s financial transactions.
- Register of Directors/Key Managerial Personnel: Mandated by Section 170(1) of the Companies Act, this register contains details of the company’s directors and key managerial personnel.
- Register of Investments in Securities not held in the company’s name: Regulated by Section 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014, this register documents investments in securities not held in the company’s name.
- Register of Loans, Guarantees, and Securities: Governed by Section 186(9) and Rule 12 of Companies (Meetings of Boards and its Powers) Rules, 2014, this register maintains records of loans, guarantees, security provided, or acquisitions of securities made by the company.
- Register of Contracts with Companies/Firms: Mandated by Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers) Rules, 2014, this register documents contracts or arrangements in which directors are interested.
How and Where to Maintain Statutory Books and Registers?
How and Where to Maintain Statutory Books and Registers?
- Physical Registers: Traditionally, statutory registers and books were maintained in bound books or loose-leaf folders kept at the registered office of the company. While physical registers offer a tangible record, they require careful storage and organization to ensure accessibility and preservation.
- Electronic Registers: With advancements in technology, many companies opt to maintain statutory registers and books in electronic format. Electronic registers offer several advantages, including ease of access, searchability, and reduced storage space. However, companies must ensure compliance with regulatory requirements regarding electronic maintenance, including data security and integrity measures.
Location of Maintenance
- Registered Office: The primary location for maintaining statutory registers is the registered office of the company. This ensures centralization of records and facilitates ease of access for stakeholders, including directors, members, and regulatory authorities.
- Alternative Locations: In cases where more than one-tenth of the total number of members reside in a location other than the registered office, companies may seek approval through a special resolution to maintain registers at such locations. However, this requires compliance with prescribed procedures and notification to the Registrar of Companies.
Compliances Regarding Statutory Registers under Company Act
- Accessibility for Inspection: Statutory registers must be open for inspection by directors, members, debenture-holders, and other stakeholders during business hours without payment of fees. Non-members may also inspect registers upon payment of prescribed fees.
- Penalties for Non-Compliance: Failure to maintain statutory registers or refusal to allow inspection may result in penalties, including fines of up to one thousand rupees for every day of default, subject to a maximum of one lakh rupees. Additionally, non-compliance may lead to legal consequences for the company and its officers, including prosecution and potential imprisonment for a term which may extend to six months.
The meticulous maintenance of statutory books and registers under the Companies Act, 2013 is indispensable for companies seeking to uphold legal compliance, transparency, and effective corporate governance. By adhering to regulatory requirements and diligently updating these registers, companies not only mitigate the risk of penalties and legal disputes but also enhance trust and confidence among stakeholders. The legal and practical benefits of maintaining statutory registers extend beyond mere compliance, serving as a foundation for sound corporate practices, streamlined transactions, and sustainable business growth. As companies navigate the complexities of today’s business landscape, prioritizing the upkeep of statutory registers remains essential for safeguarding their reputation, credibility, and long-term success.
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