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.
Such records and registers are important for fulfilling the statutory, disclosure, statistical, MIS purposes. And also, important to run the business operations systematic. 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 bookkeepin.
Statutory Registers
According to the Companies Act, Statutory Registers are the registers which contains the specific record of the company’s shareholders, directors, deposits, loan & guaranty etc.& are placed at the Registered Office of the Company.
Companies keep their statutory registers in any form like bound book, loose-leaf binder, computer records. 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
companies 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
Companies must have to be maintained following registers related with members. Index of name must be in registers.
- Register of the members separately for the equity shares and preference shares.
- Register for the debenture holders
- Register for other security holders
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
Every company maintain and keep registers containing particulars of the directors and key managerial personnel(KMP) under The Companies Act 2013. 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;
- Occupation;
- 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
Company can issue fresh certificate by splitting, consolidating or replacing old certificate.
FRESH Certificate can be issued: Fresh Certificate can be issued in following cases:
1. If the Share Certificate are sub-divided consolidated or
2. In replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or
3. Where the pages on the reverse for recording transfer have been duly utilized.
4. A duplicate share certificate is issued in lieu of certificates which are destroyed or lost
RECORD TO BE MAINTAINED
Record of renewed and Duplicate Share Certificates shall be maintained in Form SH-2.
The register shall be kept at registered office or where register of member is kept in proper custody.
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.
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
* register 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
