Introduction
In order to function efficiently and to fulfill their statutory requirements, organizations need to manage or maintain certain records and registers. Maintaining such records and registers are important for fulfilling the disclosure, statutory requirements, statistical, MIS purposes. All this helps in ensuring that the operations of an organization are systematic.
It is required by the Companies Act, 2013 that every company shall keep and maintain, at its registered head office, books of accounts, relevant documents and the financial statements for each financial year that provides a fair and true picture of the company’s state of affairs which includes its branch offices and other offices.
Books must be maintained on an accrual basis and on the basis of the double entry system of bookkeeping.
Statutory Books
Statutory Register is basically registered wherein specific records about a company’s shareholders, directors, and the meetings held are kept. These records are in addition to the normal accounting records that companies need to maintain.
Every company is required to furnish these records before ROC (registrar of companies) with such fees and within such time limits as may be prescribed.
The Companies Act, 2013 requires the maintained of following Registers:
- Register of the company
- Register of Members
- Register for Duplicate and Renewed Share Certificates
- Register for details of key managerial personnel and directors
- Register of charges
- Register of Shares/Other Securities Bought Back
- Register of Employee Stock Options
1. Register of the company
Every company accepting deposits must keep details regarding those deposits at the registered office, one or more registers for deposits accepted and/or renewed for a period of 8 years.
Followings register must contain details of the depositors –
- Name, address and PAN of the depositors;
- Particulars of the nominee;
- For minors, guardian details;
- ate and amount of each deposit;
- Deposit receipt number;
- Interest rate;
- Duration of such deposit:
- The due date for interest payment;
- Repayable date;
- The payment date of interest due;
- Details with respect to deposit insurance;
- Details of charge/ security created;
- Other details with respect to deposit.
The company’s director, secretary or any other officer so authorized, shall authenticate the entries made in the register.
2. Register of Members
Every company needs to maintain the following registers with respect to its members:
- Register of the members for the equity shares and preference shares separately.
- Register for the debenture holders
- Register for other security holders
Further, in case a company doesn’t have the share capital, the member’s register must have the following details of each member:
- Name, address, E-mail, UIN, PAN, CIN, Nationality, Occupation 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 Duplicate and Renewed Share Certificates
Particulars of each of the share certificates issued:
- in exchange of certificates which are subdivided or consolidated or in replacement of certificates which are mutilated, old or torn, defaced, worn out, decrepit, or where cages on the reverse for the recording transfers are duly utilized;
- instead of destroyed or lost certificates.
must be entered in a Register of “Duplicate and Renewed Share Certificates” which is to be maintained in the Form No SH.2
In 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 instead of which the new certificate has been issued, and the required changes specified in Register of Members by appropriate cross-references in “Remarks” column.
The below-mentioned points must be kept in mind while maintaining such register–
- The company’s company secretary or such person as authorized by the company’s Board in this regard shall authenticate the entries made in the register.
- The register must be permanently preserved and must be kept in the custody of the company’s company secretary or any other person so authorized by the company’s Board.
Such a register must be kept at a place where the Register of Members is maintained or at the company’s registered office.
4. Register of key managerial personnel and directors
The Companies Act 2013, requires every company to maintain a register at its registered office containing particulars regarding its directors and key managerial personnel, which should contain details of the securities held by them in the company or its subsidiary, holding, associate companies or subsidiary of company’s holding company.
The below-mentioned particulars, according to rule 17 of Companies Appointment and Qualification of Directors Rules, 2014, shall be kept in a register at the company’s registered office:
- DIN (Director Identification Number);
- Name and surname;
- Any previous name or surname;
- Date of birth;
- Father’s name, mother’s name and spouse’s name;
- 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;
- Occupation;
- Date of appointment and reappointment;
- Date of cessation of office and reasons thereof;
5. Register of charges
Register of charges must be maintained by a company in Form No. CGH 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 the 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.
6. Register of Shares/Other Securities Bought Back
A register, in form SH 10, containing the below-listed details, for shares and other securities bought back, shall be maintained by a company:
- The date on which the special resolution authorizing the buy-back of securities was passed;
- Date of Board’s approval;
- Number and price of shares or other securities authorized for buyback;
- Date of opening and closing of the buy-back offer;
- Description of the shares or other securities bought back by the company;
- The date on which the buy-back was completed.
7. Register of Employee Stock Options
As per Companies Act, 2013 a company must maintain the Register of Employee Stock Options in form no. SH.6 and particulars of an option granted must be entered therein. Such a register must be kept at the company’s registered office or such other premises as per the decision taken by the board. The entries made in this register must be authenticated by the company’s company secretary or such person as authorized by the company’s Board in this regard.
