Maintenance of Statutory Registers and Minutes under Companies Act 2013
Compliance Tax & GST

Maintenance of Statutory Registers and Minutes under Companies Act 2013

INTRODUCTION

Maintenance of statutory registers and records is essential for an organization to function efficiently and is mandatory for every company registered in India. Every company is required to keep and maintain the following Registers (as described in the table below) as per the various sections of Companies Act, 2013.

The compliance officer or any other authorised person of the organisation shall ensure that the Statutory Books and records are updated or not. Non-maintenance of these mandatory Statutory Registers and records attracts various penal liability to the company and to every officer in default.

Sr. noType of Statutory Records and RegistersGoverning Section of Companies Act, 2013Applicable Rule or StandardsPrescribed FormatPenalty
1Register of MembersSection 88 (1)Rule 3 of The Companies (Management and Administration) Rules, 2014Form MGT-1The company and every officer who is in default shall be punishable with fine of Rs. 50,000 which may extend to Rs. 3.00 lacs and where the failure is continuing one, with further fine which may extend to Rs.1,000 for every day after the first during which the   failure continues
2Register of Debenture-holders and Register of any other Securities HolderSection 88 (1)Rule 4 of The Companies (Management and Administration) Rules, 2014Form MGT-2    -do-  
3Index of Members, Debenture holders or any other Securities holderSection 88 (2)Rule 6 of The Companies (Management and Administration) Rules, 2014Index of names to be included in every Register mentioned above. No Fixed Format.        -do-
4Register and Index of Beneficial OwnerSection 88 (3) and Section 90Rule 5 (1) of The Companies (Significant Beneficial Owners) Rules, 2014Form BEN-3    -do-
5Foreign Register of Members, Debenture holder, any other securities holder or beneficial owner residing outside IndiaSection 88 (4)Rule 7 of The Companies (Management and Administration) Rules, 2014Form MGT-3            -do-
6Register of Renewed and Duplicate Share CertificatesSection 46(3)Rule 6 of The Companies (Share Capital and Debentures) Rules 2014  Form SH-2The Company shall be punishable with fine not less than 5 times the face value which may extend to 10 times of face value or Rs. Ten Crores, whichever is higher. Every officer of the company who is in default shall be liable under section 447.
7Register of Sweat Equity SharesSection 54Rule 8 of The Companies (Share Capital and Debentures) Rules 2014Form SH-3The provisions of Companies Act are silent on Penalty.
8Register of ESOPSection 62Rule 12 of The Companies (Share Capital and Debentures) Rules 2014Form SH-6               -do-
9Register of Shares/ other Securities Bought BackSection 68Rule 17 of The Companies (Share Capital and Debentures) Rules 2014Form SH-10  The company shall be punishable with fine of Rs. 1.00 Lac which extend to Rs. 3.00 Lacs and every officer of the company who is in default shall be punishable with fine of Rs. 1.00 lac which may extends to Rs. 3.00 lacs or imprisonment of a term which may extend to three years or both.
10Register of DepositsSection 73Rule 14 of The Companies (Acceptance of Deposits) Rules, 2014No Fixed FormatThe provisions of Companies Act are silent on Penalty.
11Register of ChargesSection 85Rule 10 of The Companies (Registration of Charges) Rules, 2014Form CHG-7    -do-
12Register of Director and Key Managerial Personnel and their shareholding Section 170Rule 17 of The Companies (Appointment and Qualification of Directors) Rules, 2014No Fixed FormatThe company and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5.00 lacs.
13Register of Loans and   GuaranteeSection 186(9)Rule 12 of The Companies (Meetings of Board and its Powers) Rules, 2014Form MBP-2The company shall be punishable with fine of Rs. 25,000 but which may extend to Rs. 5.00 lacs and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than Rs. 25,000 but which may extend to Rs. 1.00 lacs.
14Registers of Investments of Company not held in its own name.Section 187Rule 14 of The Companies (Meetings of Board and its Powers) Rules, 2014Form MBP-3The company shall be punishable with fine of Rs. 25,000 but which may extend to Rs. 25.00 lacs and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than of Rs. 25,000 but which may extend to Rs. 1.00 lacs or with both.
15Register of Contract and Arrangements in which director are interestedSection 189Rule 16 of The Companies (Meetings of Board and its Powers) Rules, 2014Form MBP-4 Part A: Interest of Director in other entities Part B: Disclosure of RPTEvery director who fails to comply with the provisions shall be liable to penalty of Rs. 25,000.
16Minutes of Proceedings of General Meeting, Board of Directors and Meetings of each of the committees of the BoardSection 118In Accordance with the Secretarial Standard 1 & 2.No Fixed FormatThe company shall be liable to a penalty of Rs. 25,000 and every officer of the company who is in default shall be liable to a penalty of Rs. 5,000.
Statutory Registers and Records

Mode of preparing Statutory Registers and Records

The Statutory records and registers can be maintained physically or in electronically mode which is duly authenticated by the authorised person and it can be inspected by the person as authorised by the statue as mentioned in the table below.  

Sr. No.RegisterPlace of Keeping RegistersAuthentication of RegistersInspection of Registers
1.Register of MembersAt the registered office of the company unless a special resolution is passed in a general meeting authorizing to keep the register at any other place within the city, town or village in which registered office of the company is situated or at such place in India in which more than 1/10th of the total members residesThe Entries made in the register shall be authenticated by Company Secretary (CS) or by any Authorised Person (where there is no Company Secretary in the Company) in the Next Board Meeting of the CompanyIt can be inspected by the members of the company without fee and by any other person with payment of fee which is not more than Rs. 50 per inspection.  
2.Register of Debenture holders and any other securities holders      -do-      -do-      -do-
3.Index of Members, Debenture holders or any other Securities holder      -do-      -do-      -do-
4.Register of Beneficial Owners  -do-  -do-  -do-
5.Foreign Register of Members, Debenture holder, any other securities holder or beneficial owner residing outside India  -do-  -do-  -do-
6.Register of Renewed & Duplicate Share Certificates (SH-2)The Register of Renewed and Duplicate Share Certificates are required to be kept at the Registered Office of the Company or at any other place authorized by the Board of Directors by passing a Board Resolution.Entries made in the register shall be authenticated in the next Board Meeting by CS or Authorised Director/Authorised Person where there is no CS in the Company.Provisions of Companies Act & Rule is silent regarding the inspection of Register of Renewed and Duplicate Share Certificates.  
7.Register of Sweat Equity Shares  -do-  -do-  -do-
8.Register of ESOP    -do-  -do-  -do-
9.Registers of Securities Bought Back  The Register of Securities Bought Back are required to be kept at the Registered Office of the Company.    -do-    -do-
10.Register of Deposit (See Note 1)  -do-  -do-  -do-
11.Register of Charges (See Note 2)        -do-        -do-The Register of Charges can be inspected by member or creditor without payment of fee and by any other person with the payment of fee. The Inspection can be done in Business hours only
12.Register of Directors and Key Managerial Personnel (See Note 3)                    -do-The provisions of Companies Act are silent on the authentication of Entries made in the Register of Directors and Key Managerial Personnel. As per the general rule; the register can be authenticated by Company Secretary (CS) or by any Authorised Person (where there is no Company Secretary in the Company) in the coming Board Meeting of the CompanyThe Register of Directors and Key Managerial Personnel can be inspected by member and have a right to take an extract on request without payment fee within 30 days of request made. Inspection can be done only in Business hours. In the Annual General Meeting  of the Company also this Register shall be open for inspection to every person attending the AGM
13.Register of Loans and Guarantee (See Note 4)      -do-      -do-It can be inspected by member of the company on payment of such fee as may be prescribed in the Articles of the company which shall not exceed ten rupees for each page and member can take extract and copies on request
14.Registers of Investments of the Company Not Held in Its Own Name (See Note 5)          -do-          -do-It can be inspected by member and debenture holder without any charge during business hours subject to such reasonable restrictions as the company may by its articles or in general meeting impose.
15.Register of Contracts or Arrangements (See Note 6)          -do-          -do-The company shall provide extracts from such register to a member of the company on his request, within seven days from the date on which such request is made upon the payment of such fee as may be specified in the articles of the company but not exceeding ten rupees per page. The Inspection can be done only in Business hours. In the Annual General Meeting  of the Company this Register shall be also open for inspection to every person attending the AGM.
16.Minutes of Proceedings of General Meeting, Board of Directors and Meetings of each of the committees of the Board (See Note 7)The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorizing to keep the register at any other place within the city, town or village in which registered office of the company is situated or at such place in India in which more than 1/10th of the total members resides.Minutes of a Board, General or Committee Meeting should be signed and dated by the Chairperson of the Meeting within 30 days from the respective meeting. In the event of death or inability of the Chairperson, then the Vice-Chairperson or any Director who was present in that Meeting and duly authorized by the Board for the purpose shall sign the Minutes within the prescribed time frame.The Minutes of Board, and any Committee Meetings can be inspected by the Directors of the company. Director is also entitled to inspect all the Minutes of a Meeting held before the period of his appointment or directorship. Minutes of all General Meetings shall be open for inspection by any Member of the company only in business hours, without any charge, subject to not less than two hours in each business day are allowed for inspection.

Note 1: Register of Deposit

Every company accepting deposits shall from the date of such acceptance, keep at its registered office one or more separate registers for deposits accepted/renewed, in which there shall be entered separately in the case of each depositor the details such as name, address, PAN, particulars of nominee, deposit receipt number, date and amount of each deposit, duration of the deposit and such other details.

Entries in the register shall be made within 7 days from the date of issuance of the deposit receipt and such entries shall be authenticated by a director or secretary of the company or by any office authorised for this purpose.

The register shall be preserved in good order for a period of not less than 8 years from the financial year in which the latest entry is made in the register.

Note 2: Register of Charges

The Register of Charges shall be preserved permanently and the instrument creating a charge or modification thereon shall be preserved for a period of eight years from the date of satisfaction of charge by the company. The Registrar of Companies in respect of every company shall keep a register containing particulars of the charges registered. As per Rule 7 of Companies (Registration of Charges) Rules, 2014 the particulars of charges maintained on the MCA portal shall be deemed to be the register of charges for the purpose of Section 81 of Companies Act, 2013.

Note 3: Register of Directors and Key Managerial Personnel

Every company shall keep at its registered office, a register of its directors and key managerial personnel containing the following particulars:

  • DIN (If applicable)
  • Present Name and Surname in full
  • Any former name and surname in full
  • Nationality
  • Date of Birth
  • Fathers name, Mothers name and Spouse’s name
  • Residential Address
  • Occupation
  • Date of Board Resolution in which appointment was made
  • Date of cessation of office and reasons thereof
  •  Office of director or KMP held or relinquished in any other body corporate
  • Membership number of ICSI in case of CS
  • PAN is mandatory if DIN is not provided

Following details of securities held by the Directors and KMP in the company, its holding, subsidiary, associate companies

  • Number, description and nominal value of securities
  • Date of acquisition and mode of acquisition
  • Mode of holding
  • File of Pledging, if any.

Note 4: Register of Loans and Guarantee

Every Company giving loan or giving Guarantee or providing security or making any acquisition under section 186 of Companies Act, 2013 shall be mandatory required to maintain the register for the same which includes all the particulars.

Note 5: Registers of Investments of the Company not held in its own name

Every company having the shares or securities in which investments have been made by a company are not held by in its own name is mandatorily required to maintain the register which includes all the particulars.

Note 6: Register of Contracts or Arrangements

Every company is required to keep and maintain one or more registers in FORM MBP-4 giving separately the particulars of all contracts or arrangements and shall enter therein the required particulars as follow:

  • Details of companies or body corporate or firms or other association of individuals in which any director has any interest or concern as given under section 184.
  • Details of contract or arrangements with a body corporate or firm or any other entity in which any director is directly or indirectly interested or concerned.
  • Details of contracts or arrangements with a related party with respect to transactions to which section 188 applies.

Note 7: Minutes of Board Meeting, General Meeting and Committee Meeting

Every Company shall keep minutes of every general meeting, every meeting of its Board of Directors or of every committee of the Board meetings in a distinct Minute Book kept in accordance with the provisions of the Act evidencing the proceedings recorded therein. As per section 118 of the Companies Act, 2013 every company is required to maintain minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board.

Note: Minutes of Meeting shall be prepared physically in Minutes books prescribed by the statute and the electronically with time stamp

Procedure of Minutes preparation

  • A distinct minute’s book shall be maintained for each type of meetings namely, General meetings, Board, creditors and each of the Board Committees.
  • Minutes may be maintained in electronic form in such manner as prescribed under and as may be decided by the Board, Minutes in electronic form shall be maintained with time stamp.
  • The pages of the minute book shall be consecutively numbered.
  • The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat
  • All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting
  • Apart from the resolution or the decision, Minutes shall mention the brief background of all proposals and summaries the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned in the minutes book.
  • Any documents, report or notes placed before the board and referred to in the minutes shall be identified by initializing such document, report or notes by the CS or Chairman.
  • Draft Minutes shall be circulated within 15 days from the date of conclusion of the meeting or the Board or the committee and the minutes shall be entered in the minutes book within 30 days from the date of conclusion of the meeting.
  • A copy of the signed minutes certified by the Company Secretary or where there is no Company Secretary by the Director authorized by the Board shall be circulated to all the directors within 15 days after these are signed.
  • Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed
  • Minutes once entered in the Minute book, shall not be altered. Any alteration shall be with the express approval of the Board at its subsequent meeting.
  • If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees
  • The minutes of meeting of the Board and any committee thereof can be inspected by any Directors or the auditor including Internal Auditor. Inspection of minutes book may be provided in physical or in electronic form.
  • In case of One Person Company, it shall be sufficient if the resolution which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution is communicated by the member to the company and entered in the minutes-book and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act.

Preservation of the Minutes Book

  • Minutes Books of General meetings, Board and Committee meetings shall be preserved permanently in physical or in electronic form with time stamp. Minutes shall be kept in the registered office of the company or such place as the Board may decide in the custody of the Company Secretary, if there is no Company Secretary, then in the custody of any director duly authorized for the purpose by the Board.
  • Office copies of notices, agenda, notes on agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board.

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