In this blogpost, Divyaish Kumar Srivastava, Student, Shri Harish Chandra P.G. College, Varanasi, writes about the various registers required to be maintained under Companies Act, 2013.

For a company to function smoothly and comply with the statutory requirements, it is required to maintained certain registers and records in order to fulfill the statutory, statistical, disclosure, MIS[1] purposes. Maintaining of these records actually make the operations of a company more systematic.

Section 128 of Companies Act states that, “every company shall keep at its registered office books of accounts and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of affairs of the company including that of its branch office and offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept at accrual basis and according to the double entry system of accounting.”

Statutory Books    

The Companies Act, 2013 states that every company that has been incorporated under the act is required to keep at its registered office such books, registers and copies of certain returns, documents etc. Such books are called Statutory Books. A company is required to furnish these before the registrar of companies within certain specifies time limits along with the prescribed fees.

Following is a list of books and registers (in alphabetical order) that a company is statutorily required to keep at its registered office –

1. Annual return as per Section 92

2. Books of Accounts as Section 128

3. Books containing minutes of general meeting, Board, Committees of Directors as per Section 118
4. “Foreign Register” which would contain the names of all the shareholders, debenture holders, particulars of members all other beneficial owners of the company residing outside India as per Section 88

5. Index of members and of debenture holders as per Section 88(2)

6. Register of charges as per Section 85

7. Register of debenture holders as per Section 88(1)

8. Register of deposits as per Section 73

9. Register and Index of beneficial owners as per Section 88(3)

10. Register of members as per Section 88(2)

11. Register of securities bought back as per Section 68

12. Register of Renewed and Duplicate Share Certificates

13. Register of Sweat Equity Shares as per Section 54

14. Register of Postal Ballot as per Section 110

15. Register of Directors/ Key Managerial Personnel as per Section 170

16. Register of investments and securities not held in companies name as per Section 18

17. Register of loans and guarantees given and securities provided or making acquisition of securities as per Section186(9)

18. Register of contracts with companies in which directors are interested as per Section 189(5)

Understanding Some Books and Registers in Detail

Books containing minutes of general meeting, Board, Committees of

Directors (Section 118)

This section states that every company shall prepare, sign and keep minutes of proceedings of every general meeting, including the meeting called by requisitionists and any other meeting of any class of shareholders, creditors, Board of Directors or any committee of Board of Directors.

This minute book shall contain the name of directors present at the meeting and also the resolution passed at such meeting. These minutes would be the evidence of proceedings recorded in a meeting.

In addition to the above, it has also been stated that a distinct minute book shall be maintained for each type of meeting namely –

• General meeting of the members;
• Meeting of the creditors;
• Meeting of the board; and
• Meeting of the committees of the Board.

Any resolution passed by the postal ballot shall be recorded in the minute book only. Also, the minute book is required to be signed by the chairman of the meeting or by any director who has been duly authorized for this purpose by the board of directors.

The minute book is required to be kept at the registered office of the company or at such other place as approved by the board and shall be kept in the preserved custody of the company secretary of the company or any other director authorized for this purpose.

Register of charges (Section 85)

A register of charge is required to be maintained by the company in Form No. CHG 7. Such register should contain the details of all the charges registered with the registrar on any of the property, assets or undertaking of the company along with the particulars of any of the property acquired which was subject to a charge as well as the particulars of any modification or satisfaction of a charge.

The register of charge is required to be preserved permanently at the registered office of the company but the instrument creating a charge is required to be kept for 8 years from the date of satisfaction of charge by the company.

Register of the company

Every company that accepts deposits is required to keep at its registered office, for a period of 8 years, one or more separate registers, each for deposits accepted/renewed. Such period shall be from the financial year in which entry was made in the register. Such register shall contain in respect of each depositor –

• Name, address and PAN of the depositor;
• In case of a minor, particulars of the guardian;
• Particulars of the nominee;
• Deposit receipt number;
• Date and amount of each deposit;
• Deposit duration and the repayable date;
• Interest rate;
• Interest payment due date;
• Date/s on which the payment of interest will be made;
• Details of deposit insurance;
• Particulars of security/charge created;
• Any other particulars relating to deposit.

The entries in this register are required to authenticated by a director, secretary or any other officer of the company authorized for this purpose.

Register of Members (Section 88)

Every company is required to maintain and keep these registers in relation to its members –

• Register of members separately for each class of equity and preference shares.
• Register for debenture and any other security holders (each separate)
• Foreign register of members and debenture holders

These register should include the index of the names therein.

Further, the register of members of a company, in case the company does not have a share capital, shall contain the following in respect of each member –

• Name, address, E-mail, PAN[2] Details, CIN[3] in case the member is a body corporate, UIN[4], if any, Father’s name/Mother’s Name/Spouse’s Name, Occupation, Status, Nationality

• Date of becoming a member
• Date of cessation of membership
• Guarantee amount, if any
• Any other instruction given by the member to the company etc.

 

Source : www.mca.gov.in, www.icsi.edu , www.icai.org

[1] Management Information system

[2] Permanent Account Number

[3] Corporate Identity Number

[4] Unique Identification Number