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 the 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 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
1. 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;
- ate 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.
2. 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
3. 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;
- Date of appointment and reappointment;
- Date of cessation of office and reasons therefor;
4. Register of charges
Register of charges must be maintained by a company in the 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 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.
5. 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 the Form No SH.2
Form No SH.2, we 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 “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 custody of company’s company secretary or any other person so authorized by company’s Board.
- All the entries made in this register must be authenticated by company’s company secretary or such person as authorized by 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.
6. Register of Employee Stock Options
As per the provisions of the Companies Act, 2013 a company must maintain the Register of Employee Stock Options in the form no. SH.6 and must enter therein particulars of an option granted. Such register must be kept at the company’s registered office or such other premise as per the discretion of the board. The entries made in this register must be authenticated by company’s company secretary or such person as authorized by company’s Board in this regard.
7. Register of Shares/Other Securities Bought Back
As per 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