Preparing All Statutory Registers

Preparing All Statutory Registers

Statutory Register are important documents

Keeping Registers at Company’s Registered Office

Section 94 of the Companies Act, 2013, mandates the location and accessibility of registers and returns maintained by companies. It stipulates that these registers and copies of annual returns must be kept at the registered office of the company. However, if more than one-tenth of the total number of members reside in a different location, they may also be maintained there with approval through a special resolution. The section ensures accessibility for inspection by members, debenture-holders, and other stakeholders during business hours without fees, and permits the taking of extracts or copies upon payment of prescribed fees. Refusal of inspection may incur penalties, and the Central Government holds authority to intervene if necessary.

Registers to be Prima Facie Evidence

The registers, their indices, and copies of annual returns maintained under Sections 88 and 94 are considered prima facie evidence of any matter directed or authorized to be inserted therein by or under the Companies Act. This means that these documents are presumed to be accurate and authentic unless proven otherwise, thereby serving as reliable evidence in legal proceedings or disputes concerning the company’s affairs.

Maintaining Register for Minutes of Meeting

Section 118 of the Companies Act, 2013 pertains to the maintenance of minute books containing records of general meetings, board meetings, and meetings of board committees. These minutes serve as a formal record of decisions taken by the company’s stakeholders and leadership, ensuring accountability and compliance with corporate governance standards.

What are the Statutory Books Maintained by a Company

Let’s discuss various types of statutory books mandated by the Companies Act, 2013. These registers include the Register of Members, Register of Debenture Holders, Register of Charges, Register of Significant Beneficial Owners, Register of Directors and Key Managerial Personnel, Register of Investments in Securities, and more. Each register serves a specific purpose, such as documenting shareholder details, financial transactions, and corporate governance practices, ensuring transparency and regulatory compliance within companies.

• Register of Sweat Equity Shares: Regulated by Section 54 and Rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014, this register records details of sweat equity shares issued by the company.
• Register of Employee Stock Options: Governed by Section 62(1)(b) and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, this register maintains information regarding employee stock options granted by the company.
• Register of Securities Bought Back: Mandated by Section 68(9) and Rule 17(12) of the Companies (Share Capital and Debenture) Rules, 2014, this register documents securities bought back by the company.
• Register of Deposits: Regulated by Section 73 and Rule 14 of the Companies (Acceptance of Deposits) Rules, 2014, this register records deposits accepted by the company.
• Register of Charges: Governed by Section 85 and Rule 7 of the Companies (Registration of Charges) Rules, 2014, this register documents charges created on the company’s assets.
• Register of Members: Maintained under Section 88(1)(a) and Rule 3 of the Companies (Management and Administration) Rules, 2014, this register contains details of the company’s shareholders.
• Register of Debenture Holders: Regulated by Section 88(1)(b) & (c) and Rule 4 of the Companies (Management and Administration) Rules, 2014, this register records information about debenture holders.
• Foreign Members Register: Mandated by Section 88(4) and Rule 7 of the Companies (Management and Administration) Rules, 2014, this register maintains details of members residing outside India.
• Register of Renewed and Duplicate Share Certificates: Governed by Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, this register documents the issuance of renewed or duplicate share certificates.
• Register of Significant Beneficial Owners: Regulated by Section 90 of the Companies Act, this register identifies individuals with significant beneficial ownership or control over the company’s shares.
• Register of Postal Ballot: Mandated by Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014, this register documents proceedings and results of voting conducted through postal ballots.
• Register for Minutes of Meetings: Regulated by Section 118 of the Companies Act, these books contain records of decisions made during meetings.
• Books of Accounts: Governed by Section 128 of the Companies Act, these books maintain records of the company’s financial transactions.
• Register of Directors/Key Managerial Personnel: Mandated by Section 170(1) of the Companies Act, this register contains details of the company’s directors and key managerial personnel.
• Register of Investments in Securities not held in the company’s name: Regulated by Section 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014, this register documents investments in securities not held in the company’s name.
• Register of Loans, Guarantees, and Securities: Governed by Section 186(9) and Rule 12 of Companies (Meetings of Boards and its Powers) Rules, 2014, this register maintains records of loans, guarantees, security provided, or acquisitions of securities made by the company.
• Register of Contracts with Companies/Firms: Mandated by Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers) Rules, 2014, this register documents contracts or arrangements in which directors are interested.

How and Where to Maintain Statutory Books and Registers

Maintaining statutory books is a crucial aspect of corporate compliance under the Companies Act, 2013. Here, we delve into the methods and locations for maintaining these registers, ensuring adherence to regulatory requirements and facilitating transparency within the company’s operations. Non-adherence may lead to penalties and legal consequences, so carefully follow the provisions mentioned below.

How and Where to Maintain Statutory Books and Registers

Statutory books can be maintained in various formats, including physical and electronic forms. The Companies Act allows flexibility in the mode of maintenance, permitting companies to choose the most suitable method based on their specific needs and resources.

1. Physical Registers: Traditionally, statutory registers and books were maintained in bound books or loose-leaf folders kept at the registered office of the company. While physical registers offer a tangible record, they require careful storage and organization to ensure accessibility and preservation.
2. Electronic Registers: With advancements in technology, many companies opt to maintain statutory registers and books in electronic format. Electronic registers offer several advantages, including ease of access, searchability, and reduced storage space. However, companies must ensure compliance with regulatory requirements regarding electronic maintenance, including data security and integrity measures.

Location of Maintenance

The Companies Act specifies that statutory books must be maintained at the registered office of the company. However, certain registers may also be maintained at other locations within India under specific circumstances, such as the residence of a significant number of members.

1. Registered Office: The primary location for maintaining statutory registers is the registered office of the company. This ensures centralization of records and facilitates ease of access for stakeholders, including directors, members, and regulatory authorities.
2. Alternative Locations: In cases where more than one-tenth of the total number of members reside in a location other than the registered office, companies may seek approval through a special resolution to maintain registers at such locations. However, this requires compliance with prescribed procedures and notification to the Registrar of Companies.

Compliances Regarding Statutory Registers under Company Act

Regardless of the mode or location of maintenance, companies must ensure compliance with regulatory requirements regarding the upkeep of statutory registers. Registers must be regularly updated, accurately maintained, and made available for inspection by stakeholders as per the provisions of the Companies Act.

1. Accessibility for Inspection: Statutory registers must be open for inspection by directors, members, debenture-holders, and other stakeholders during business hours without payment of fees. Non-members may also inspect registers upon payment of prescribed fees.
2. Penalties for Non-Compliance: Failure to maintain statutory registers or refusal to allow inspection may result in penalties, including fines of up to one thousand rupees for every day of default, subject to a maximum of one lakh rupees. Additionally, non-compliance may lead to legal consequences for the company and its officers, including prosecution and potential imprisonment for a term which may extend to six months.