Statutory Registers under Companies Act, 2013.

REGISTERS UNDER
COMPANIES ACT 2013
Prepared By-
Saurav Roy
SMS Pharmaceuticals Limited
1

What are statutory register and why
are they so important?
The statutory books of a company are a collection of registers which
set out the historical and present (a) members/shareholders of the
company, (b) share transfers, (c) share allotments, (d) officers of the
company and (e) details of mortgages/charges in respect of the
company. They may also include minute books in relation to
directors and/or shareholder meetings and other corporate
documents such as written resolutions of the company.
Statutory books are usually a bound book or ring binder contained
in a boxed register, but with the increased use of technology they
can also exist in electronic format only. The statutory books should
be held at the registered office (or an alternative inspection location
notified to Companies House) of the company and they are often
maintained by a company's professional advisors (such as Company
Secretary or Corporate Lawyers).
2

Any definition in Companies Act,
2013 for Statutory Registers ??
Yes, The Companies Act, 2013 had defined the same under
section 2(12) as “Book and Paper” and “Book or Paper” :-
“book and paper” and “book or paper” include
books of account, deeds, vouchers, writings, documents,
minutes and registers maintained
 on paper or
 in electronic form;
3

STATUTORY REGISTERS
TO BE MAINTAINED UNDER
THE COMPANIES ACT 2013
1. Register of Members under section 88 in Form No. MGT – 1
2. Register of Foreign members/ security holders under section
88 (optional)
3. Register of Debenture holders / other security holders under
section 88 in Form No. MGT – 2
4. Register of renewed and Duplicate Share Certificates in Form
No SH 2
5. Register of Sweat Equity Shares under section 54 in Form No.
SH - 3
4

STATUTORY REGISTERS
6. Register of Employees’ Stock Option under section 62 in
Form No. SH - 6
7. Register of Shares or other Securities Bought Back under
section 68 in Form No.SH-10
8. Register of Deposits under section 73 and 76 - Rule – 14 of
CAD Rules 2014
9. Register of Charges under Section 85 in Form No. CHG-7
10. Register of Directors and KMP, under section 170- Rule 17 of
CAQD Rules 2014
11. Register for Transfer & Transmission under section 56.
5

STATUTORY REGISTERS
12. Register of loans/guarantee/security and acquisition by the
company under Section 186 in Form No. MBP-2
13. Register of investments not held in its own name by the
company under section 187 in Form No.MBP-3
14. Register of Contracts with related party and contracts and
bodies etc. in which directors are interested under Section 189
in Form No. MBP-4
15. Register of Directors’ Attendance (Board meeting, Committee
meeting if the Articles so provide)
16. Register of Shareholders’ Attendance (Annual General
Meeting/ General Meeting of members if the Articles so
provide)
6

REGISTER OF MEMBERS
UNDER SECTION 88 IN FORM NO. MGT – 1
Entries in the register will be made in 7(Seven) days from the date of approval of
allotment, Transfer of share, debentures or any other securities.
PLACE OF KEEPING OF REGISTERS:
The registers shall be maintained at the registered office of the company.
By passing SR in GM the company can keep the register at any other place within
the city, town or village in which the registered office is situated or any other place
in India in which more than 1/10th (one-tenth) of the total members entered in the
register of members reside.
AUTHENTICATION OF ENTRIES:
The entries shall be authenticated by the company secretary of the company or by
any other person authorized by the Board for the purpose,
The date of the board resolution authorizing the same shall be mentioned.
7

REGISTER OF FOREIGN MEMBERS
/ SECURITY HOLDERS
PLACE OF KEEPING OF REGISTERS:
A company may, IF SO AUTHORIZED BY ITS ARTICLES, keep in any
country outside India, a part of the Register of :
– Members or
– Debenture Holders or
– Security Holders or
– Beneficial Owners, RESIDENT IN THAT COUNTRY.
The company shall, within 30 (thirty) days from the date of the opening of
any foreign register, file with the Registrar notice of the situation of the
office where such register is kept in Form No. MGT.3 along with the fee
8

REGISTER OF FOREIGN MEMBERS
/ SECURITY HOLDERS
A foreign register shall be deemed to be part of the company’s Principle
Register.
Foreign register shall be maintained in the same format as the principal
register.
The company shall—
– Transmit to its registered office in India a copy of every entry in any
foreign register within 15 (fifteen) days after the entry is made; and
– Keep at such office a duplicate register of every foreign register duly
entered up from time to time.
9

REGISTER OF RENEWED AND
DUPLICATE SHARE CERTIFICATE
UNDER SECTION - 46(3)READ WITH RULE6(3)(a) OF CSCDR, 14
This register shall be maintain under SH-2 indicating against the name(s)
of the person(s) to whom the certificate is issued, the number and date of
issue of the share certificate in lieu of which the new certificate is issued,
and make necessary changes indicated in the Register of Members .
Register shall be kept at the Registered office of company or at such other
place where the Register of Members is kept.
Register shall be preserved PERMANENTLY.
Entry made in register shall be authenticated by the CS or person as may
be authorized by the Board
10

REGISTER OF SWEAT EQUITY SHARES
UNDER SECTION - 54 READ WITH RULE 8(14) OF CSCDR, 14
As per Section 2(88) of the Act - “Sweat Equity Shares” means such equity
shares as are issued by a company to its directors or employees at a
discount or for consideration, other than cash, for providing their know-
how or making available rights in the nature of intellectual property rights
or value additions, by whatever name called
Lock in period for these shares are 3 years.
This Register shall be maintain under FORM NO. SH-3.
Register shall be kept at the Registered office of company. Entry made in
register shall be authenticated by the CS or person as may be authorized
by the Board
11

REGISTER OF EMPLOYEE STOCK
OPTION
UNDER SECTION - 62(1) (B) READ WITH RULE 12 OF CSCDR, 14
As per Section 2(37) of the Act - “Employees’ Stock Option” means the
option given to the directors, officers or employees of a company or of its
holding company or subsidiary company or companies, if any, which
gives such directors, officers or employees, the benefit or right to
purchase, or to subscribe for, the shares of the company at a future date at
a pre-determined price;
The Company SHALL have the FREEDOM to specify the lock-in-period
for these shares issued pursuant to exercise of option. As per Section 2(37)
of the Act - This Register shall be maintain under FORM NO. SH-6.
Register shall be kept at the Registered office of company OR such other
place as Board may Decide. Entry made in register shall be authenticated
by the CS or person as may be authorized by the Board
12

REGISTER OF SECURITY BUY BACK
UNDER SECTION - 68(9) READ WITH RULE 17 OF CSCDR, 14
Where a company buys back its shares or other specified securities under
this section, it shall maintain a register of the shares or securities so
bought, mentioning:
 the consideration paid for the shares or securities bought back,
 the date of cancellation of shares or securities,
 the date of extinguishing and physically destroying the shares or
securities and such other particulars as may be prescribed.
This Register shall be maintain under FORM NO. SH-10. A company
shall, after the completion of the buy-back under this section, file with the
Registrar and the Securities and Exchange Board a return containing such
particulars relating to the buy-back within thirty days of such completion,
as may be prescribed. Provided that no return shall be filed with the
Securities and Exchange Board by a company whose shares are not listed
on any recognised stock exchange.
13

REGISTER OF DEPOSIT
UNDER SECTION - 73 AND 76 READ WITH RULE 14 OF CADR, 14
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 following particulars, namely:
(a) Name, address and PAN of the depositor/s;
(b) Particulars of guardian, in case of a minor;
(c) Particulars of the nominee;
(d) Deposit receipt number;
(e) Date and amount of each deposit;
(f) Duration of the deposit and the date on which each deposit is
repayable;
(g) Rate of interest;
14

REGISTER OF DEPOSIT
(h) Due date(s) for payment of interest;
(i) Mandate and instructions for payment of interest and for non-
deduction of tax at source, if any;
(j) Date or dates on which payment of interest will be made;
(k) Details of deposit insurance including extent of deposit insurance;
(l) Particulars of other security/ charge created;
(m) Any other particulars relating to the deposit;
Entry in register shall be made within 7 (Seven) days from the date of
issuance of the receipt duly authenticated by the director & Secretary of
the company or person as may be authorized by the Board.
Register shall be maintain at least 8(Eight) year from the Financial year in
which the latest entry is made in the register.
15

REGISTER OF CHARGE
UNDER SECTION - 85 READ WITH RULE-10 OF CRCR, 2014
This Register shall be maintained under FORM NO. CHG-10. Register
shall be kept at the registered office of Company.
Entry in register shall authenticated by the director & Secretary of the
company or person as may be authorized by the Board
Register of Charge shall be Preserved PERMANENTLY.
The Instrument creating Charge or Modification thereon shall be
preserved for a Period of 8 (Eight) Year from the date of Satisfaction of
Charge.
REGISTER OPEN FOR INSPECTION:
Registers are open for inspection during Business Hours, by the Members
or Creditors of the company without fees; by any other person on
payment of fees; Subject to reasonable restriction as the company may, by
its articles, impose.
16

REGISTER OF DIRECTORs & KMPs
UNDER SECTION 170- RULE 17 OF CAQD RULES 2014
Every company shall keep at registered office a register containing such
particulars of its –
 Directors
 KMP’s
Which shall include the details of the securities held by each of them in the
– Company OR
Its Holding
Subsidiary
Subsidiary of companies’ Holding Company
Subsidiary of Companies Associate Companies.
17

REGISTER OF LOAN INVESTMENT
AND GUARANTEE
UNDER SECTION – 186(9) OF THE ACT
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:
• Loan
• Guarantee Given
• Security provided
• Investment made
The register shall be kept at the registered office of the company.
The Register shall be open to inspection at such office by Members;
Extracts may be taken by any member,
Copies may be furnished to any member of the company on payment of
such fees as prescribed in AOA not exceeding Rs. 10(TEN) for each page.
18

REGISTER OF INVESTMENT MADE BY
A COMPANY HELD NOT IN ITS NAME
UNDER SECTION – 187(3) OF THE ACT
All investments made or held by a company in any property, security or
other asset shall be made and held by it in its own name:
Provided that, the company may hold any shares in its subsidiary
company in the name of any nominee or nominees of the company, if it is
necessary to do so, to ensure that the number of members of the
subsidiary company is not reduced below the statutory limit.
Where investments have been made by a company are not held by it in its
own name, the company shall maintain a register in FORM NO. MBP-3
and such register shall be open to inspection by any member or debenture-
holder of the company without any charge during business hours subject
to such reasonable restrictions as the company may by its articles or in
general meeting impose.
19

REGISTER OF CONTRACTS OR
ARRANGEMENTS IN WHICH DIRECTORS
ARE INTERESTED
UNDER SECTION – 189 OF THE ACT
Every company shall keep one or more registers giving separately the
particulars of all contracts or arrangements to which section 184(2) or
section 188 applies, in Form No. MBP – 4.
After entering the particulars, such register or registers shall be placed
before the next meeting of the Board and signed by all the directors
present at the meeting.
20

REGISTER OF CONTRACTS OR
ARRANGEMENTS IN WHICH DIRECTORS
ARE INTERESTED
The Register shall be kept at the registered office of the company and it
shall be open for inspection at such office during business hours and
extracts may be taken therefrom, and copies thereof as may be required by
any member of the company shall be furnished by the company to such
extent, in such manner, and on payment of such fees as may be prescribed.
The register to be kept under this section shall also be produced at the
commencement of every annual general meeting of the company and shall
remain open and accessible during the continuance of the meeting to any
person having the right to attend the meeting.
21

OTHER REGISTERS
IF THE ARTICLES SO PROVIDE AND FOR
ADMINISTRATIVE CONVENIENCE FOLLOWING
REGISTERED CAN BE PREPARED:
1. Register of Directors’ Attendance (For Board and other
Committee meetings).
2. Register of Shareholders’ Attendance in AGM & EGM.
(Also required as per Notified SS -2)
3. Register of Common Seal.
4. Register of Postal Ballot Received.
22

Statutory Registers under Companies Act, 2013.

More Related Content

What's hot (20)

Similar to Statutory Registers under Companies Act, 2013. (20)

Recently uploaded (20)

Statutory Registers under Companies Act, 2013.