Overview

To ensure smooth operations and adherence to legal obligations, it is crucial for an organization to maintain specific records and registers. These records play a vital role in fulfilling statutory, disclosure, statistical, and Management Information System (MIS) requirements.

Under the Companies Act, 2013, every company is required to maintain its books of accounts, financial statements, and relevant documents at its registered office for each financial year. These records must provide a true and fair view of the company’s financial position, including its branches and other offices, and must be maintained on an accrual basis using the double-entry system of bookkeeping.

Benefits of Maintaining Registers

1. Trust and Accountability: Registers ensure that accurate company information is accessible to stakeholders such as investors, auditors, and in legal proceedings.

2. Audit and Compliance: Regular and accurate record-keeping simplifies the auditing process and ensures that the company meets regulatory compliance standards set by the Companies Act, 2013 and other applicable regulations

3. Commitment to Best Practices: Proper maintenance of these registers demonstrates a company’s commitment to good corporate governance.

4. Strategic Decision Making: Well-maintained financial records and registers provide management with valuable data that can help in strategic decision-making, financial forecasting, and operational improvements.

Types of Registers to be Maintained under Companies Act

The Companies Act, 2013 mandates the maintenance of various registers and records, and companies are obligated to keep them at their registered office. The key statutory registers to be maintained include:

• Register of Members (Section 88)

According to Section 88 read with Rule 3 of Companies (Management and Administration) Rules, 2014, This register contains the details of the shareholders (members) of the company, such as their names, addresses, shareholding details, and the number of shares held and such register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India.

The Register of Members must be maintained in Form MGT-1 and inculde Name of the member along with his Address, Email, Permanent Account Number, Unique Identity Number, Corporate Identity Number (in case of company), his occupation, nationality, Fathers Name /Mothers Name/ Spouse Name, date on which he became a member, Number of shares held by him or Any other  information that is required under law. 

• Register of Debenture Holders or Other Security Holders (Section 88)

According to Section 88 read with Rule 4 of Companies (Management and Administration) Rules, 2014, It is mandate to maintain the Register of Debenture Holders or Other Security Holders and This register includes details of individuals or entities holding debentures or any other types of securities issued by the company. It records the names, addresses, and relevant information of all debenture holders and other security holders. This is essential for ensuring proper tracking of security ownership and maintaining transparency regarding the company’s financial instruments.

The Register of Debenture Holders or Other Security Holders must be maintained in Form MGT-2 and it’s inculde Names of the debenture or security holders,Addresses of the debenture or security holders,Amount of debentures or securities held by each holder,Serial numbers or identification numbers of the debentures or securities issued,Date of issue of the debentures or securities,Details of transfers or any changes in the holdings, including the date of transfer and the names of transferor and transferee,Rate of interest or dividends, if applicable, on the debentures or securities, Maturity date of the debentures or securities, if applicable or any other information as required under law. 

• Register of Deposites (Sections 73, 76 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014)

The Register of Deposits is a mandatory record that companies must maintain under the Companies Act, 2013. It includes details of all deposits received by the company from its shareholders, directors, or the public. This register helps ensure transparency and compliance with the legal requirements regarding public and private deposits.

Such register can contain the following details of depositors: -

• Name, PAN and address of the depositors

• For minors, guardian details

• Particulars of the nominee

• Date 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 the register must be authenticated by the company’s directory, secretory or another authorized person to do so.

• Register of Directors and Key Managerial Personnel   

According to Section 170(1) read with Rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014, companies are required to maintain a register at their registered office for the director and KMP of the companies. In the register such details will be mentioned including their securities in the company or its subsidiary, holding, associate companies or subsidiary of company’s holding company. We have mentioned below the details to be contained in register of directors: -

• 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 thereof

Register of charges

A company must maintain a Register of Charges in Form No. CHG-7. This register should include details of all charges registered with the registrar on assets, property, companies, or undertakings. It must also contain specifics of properties acquired that were subject to charges, as well as any modifications or satisfactions of charges. 

The Register of Charges must be permanently kept at the company’s registered office. However, the instrument creating the charge should be preserved for 8 years from the date the charge is satisfied.

Register of Renewed and Duplicate Share Certificates (Section 46 read with Rule 6(3) of Companies (Share Capital and Debentures) Rules, 2014)

According to Rule 6(3) of Companies (Share Capital and Debentures) Rules, 2014, The particulars of every share certificate issued in accordance with sub-rules (1) and (2) shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form No.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 the necessary changes indicated in the Register of Members by suitable cross-references in the “Remarks” column

Any required changes must be indicated in the Register of Members with appropriate cross-references in the “Remarks” column. While maintaining this register, the following points should be kept in mind.

1. The register has to be maintained and kept in the custody of company’s company secretary permanently or any other authorized person by board of company.

2. All the entries in the register must be authenticated by CS or other authorized person.

Register of Employee Stock Option 

Register of employee stock option must be maintained and kept at the registered office, in this register all the required details related to employee stock option that is granted by the company, is mentioned. This register is mandatory to maintain as per the Companies Act, 2013, all the entries in the register must be authenticated by the CS or other authorized person.

Register of Shares/Other Securities Bought Back

Separate register for securities bought back must be maintained as per the Companies Act, 2013, the details that are need to be mentioned in the register is 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

Register of SBO (Section 90 read with Rule 5 of Companies (Significant Beneficial Owners) Rules, 2018)

The Register of Significant Beneficial Owners (SBO) is an official record that companies are required to maintain, documenting individuals who hold significant control or ownership of the company, even if this ownership is indirect. This register must be maintained in Form BEN-3 for companies that have identified their SBOs.

The register should include, but is not limited to, the following information:

• Name of the SBO

• Contact details of the SBO

• PAN/Passport number of the SBO

• Date of declaration in Form BEN-1

• Date of filing of Form BEN-2, etc.

Register Of Sweat Equity Shares (Section 54 read with Rule 8(14) of Companies (Share Capital and Debentures) Rules, 2014)

The Register of Sweat Equity Shares is a mandatory record that companies must maintain to track the issuance of sweat equity shares. These shares are issued to employees, directors, or officers as recognition for their contributions, such as intellectual property, expertise, or efforts. The issuance is governed by Section 54 of the Companies Act, 2013, in conjunction with Rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014.

This register must be maintained in Form SH-3 and is required for companies that have issued sweat equity shares.

The register should include, but is not limited to:

• Date of Board and Special Resolution approving the issuance.

• Name and status of the allottee (employee, director, etc.).

• Details of the shares issued, including the number and class.

• Lock-in period (if applicable) for the shares issued.

• Basis of valuation, including the name of the valuer who performed the valuation.

Where and How to Maintain the Statutory Books of Register?

Statutory books can be kept in various formats, including both physical and electronic forms. The Companies Act provides flexibility in how these records are maintained, allowing companies to choose the method that best suits their specific needs and resources.

1. Physical Form

Traditionally, statutory registers and books were kept in bound books or loose-leaf folders at the company's registered office. While physical registers provide a tangible record, there is requirement for careful storage and organization to ensure they remain accessible and safe.

2. Electronic Form

With growth in technology, many companies now choose to maintain statutory registers and books in electronic format. Electronic registers offer many benefits, such as easy to access, searchability, and reduced storage space. Companies have to ensure they comply with regulatory requirements for electronic maintenance, including data security and integrity measures.

Why to Choose CRSPL Business Consultants?

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