Introduction and Meaning of Statutory Registers

Statutory Registers, as the name implies, are registers that must be kept by a company in order to record certain important data about the Company. According to the Companies Act, Statutory Registers are registers containing specific records of the Company’s shareholders, directors, deposits, loan & guaranty, etc., and are kept at the Registered Office of the Company. Noncompliance with this requirement of maintaining statutory registers may result in hefty penalties for both the Company and the officers involved.

List of the Statutory Registers

The following paragraphs explain the different statutory registers to be mandatorily maintained by a company, as per the Companies Act 2013, Companies (Management and Administration) Rules, 2014, Companies (Meeting of Board and its Powers) Rules, 2014, Companies (Acceptance of Deposits) Rules, 2014, Companies (Registration of Charges) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014:

1. Register of Members- Section 88

Every Company is required by Section 88(1)(a) and Rule 3 of the Companies (Management and Administration) Rules, 2014, to keep a register of members that details each member’s ownership of each class of equity and preference shares, whether they reside inside or outside of India. The Company Secretary or some other person designated by the Board is responsible for maintaining the Register of Members and the Index for all time.

2. Register of Debenture Holders or any other security holders- Section 88

Every Company issuing or allocating debentures or any other security is required by Section 88(1)(b) to keep a separate registry for this purpose. For a period of 8 years, the Register of Debenture Holders must be kept intact. The Company Secretary or any other person designated by the Board shall have custody of this register.

3. Index of Members- Section 88

A company is required under Section 88(2), read with Rule 6 of the Companies (Management and Administration) Rules, 2014, to maintain an Index of Members where the number of members is 50 or more.

4. Foreign Register- Section 88

In accordance with Section 88(4) of the Companies Act, 2013, a company with share capital, issued debentures or other securities may, if authorised by its articles, keep a portion of the register of members, debenture holders, other security holders, or beneficial owners, resident in that country, in any country outside India. Unless it is dissolved and all entries are moved to the foreign register/principal register, the foreign register of members must be kept around forever. For eight years from the day the debentures or other securities were redeemed, the foreign register of those debentures or securities must be kept intact.

5. Register of significant beneficial owners- Section 88

Section 88(3) requires the Company to keep a Register and Index of Beneficial Owners in which entries are made for the beneficial owner of the Company’s shares when the share certificates are issued in someone else’s name. By passing a Special Resolution, these registers must be kept at the Company’s Registered Office or any other location where one-tenth of the members reside. The registers mentioned in this section can be inspected for free by company members or for a fee of not more than Rs. 50 per inspection by anyone else.

6. Register of Directors and KMP (Key Managerial Personnel)- Section 170

According to Section 170 of the Companies Act of 2013, each business must maintain a register at its registered office containing information about its directors and KMP.

7. Register of renewed or duplicate share certificates- Section 46(3)

The specifics of each duplicate or renewed share certificate must be recorded in a Register of Renewed or Duplicate Share Certificates, per Rule 6(3)(a) of the Companies (Share Capital and Debentures) Rules, 2014.

8. Register of Sweat Equity Shares- Section 54

The details of sweat equity shares must be kept in the Register of Sweat Equity Shares, per Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014. This register must be kept in the custody of the Company Secretary or any other person designated by the Board of Directors at the Company’s registered office or any other location decided by the Board.

9. Register of Employee Stock Options- Section 62

Section 62 and Rule 12 of the Companies (Share Capital and Debentures Rules) 2014, require the maintenance of an Employee Stock Option Register containing all relevant information about the issue, such as the name of the employees to whom the shares have been allotted, the Employee Code, the number of shares allotted, the lock-in period, if any, and so on. This register should be kept at the registered office or any other place authorised by the Board of Directors through a resolution.

10. Register of Employee Stock Options

The specifics of the options shall be preserved in the Register of Employee Stock Options in accordance with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. This register must be kept in the custody of the Company Secretary or another person designated by the Board at the Company’s registered office or any other location the Board determines.

11. Register of shares and other securities that have been bought back- Section 68

A company is required to keep a register of the shares or other securities that have been purchased back by Rule 17 of the Companies (Share Capital and Debentures Rules, 2014). This register must be kept in the custody of the Company Secretary or any other authorised individual at the Company’s registered office or any other location determined by the Board.

12. Register of Deposits- Sections 73 and 76

Sections 73 and 76 and Rule 14 of the Companies (Acceptance of Deposits) Rules, 2014, require the maintenance of a Register of Deposits detailing deposits, interest earned, tenure, and so on. These registers are required to be kept at the Company’s registered office. Entries in this register must be authenticated by Company Secretary or, in the absence of a Company Secretary, by an Authorised Director/ Authorised Person, at the Company’s next Board Meeting.

13. Register of Charge- Section 85

According to Section 85(1) of the Companies Act of 2013, read with Rule 10 of the Companies (Registration of Charges) Rules, 2014, each Company is required to keep a charge register that includes all fees and floating fees, noting the relevant information in each instance. Such a register must be kept at the Company’s registered office.

14. 1Register of loan/ guarantee/ security given or acquisition of securities

The Companies (Meeting of Board and its Powers) Rules, 2014, Rule 12, states that every Company that provides a loan, a guarantee, a security interest, or purchases securities must, as of the date of incorporation, must keep a register for this purpose.

15. Register of investment of the Company not held in its name

According to Rule 14 of the Companies (Meeting of the Board and its Powers) Rules, 2014, every Company shall keep a register from the date of incorporation to record the particulars of investments in shares or other securities beneficially held by the Company but not in its name.

16. Register of Contracts and Arrangements in which Directors are interested

According to Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014, every Company must keep a register to record the particulars of Contracts and arrangements in which the Board of Directors is interested. This should be recorded in two parts: the first part contains the entries of the interest of the Director in other concerns, and in the second part, there should be disclosure regarding the related party transactions.

17. Copies of Annual Returns- Section 92

As per Section 92, read with Rule 11 of the Companies (Management and Administration) Rules, 2014, a company is mandated to maintain Copies of Annual Returns.

18. Minute Books of Board of Directors and Committees of the Board- Section 118

According to Section 118, read with Rule 25 of the Companies (Management and Administration) Rules, 2014, every Company must keep a record of the Minute Books of Board of Directors and Committees of the Board.

19. Attendance Registers for meetings of Board and Committee thereof- Section 118

Every Company, as per Section 118, read with Paragraph 4 of Secretarial Standards SS-1, has to maintain Attendance Registers for meetings of the Board and Committee.

20. Minute Books of General Meetings and Creditors Meetings- Section 118

Section 118, read with Rule 25 of the Companies (Management and Administration) Rules, 2014, mandates every Company to maintain Minute Books of General Meetings and Creditors Meetings.

21. Books of accounts, relevant books and papers, financial statements and others- Section 128

Section 128 mandates every Company to maintain Books of accounts, relevant books and papers, financial statements and others.

Conclusion

A company needs to maintain the statutory registers, which have been explained above, to ensure compliance with the Companies Act and to avoid penalties. Nevertheless, it is primarily responsible for transparency within the Company, hence, making sure that no one is misusing or gaining the advantage of the absence of the updation of registers.

References

• Companies Act, 2013.
• Companies (Management and Administration) Rules, 2014.
• Companies (Meeting of Board and its Powers) Rules, 2014.
• Companies (Acceptance of Deposits) Rules, 2014.
• Companies (Registration of Charges) Rules, 2014.
• Companies (Share Capital and Debentures) Rules, 2014.
• MC Bhandari Guide to Company Law Procedures, 24th ed.
• A Ramaiya: Guide to The Companies Act [Box 1], 19th ed, Vol 4.
• Taxguru, https://taxguru.in/company-law/list-statutory-registers-maintained-companies-act-2013.html (last visited on 22nd October, 2022).
• Taxguru, https://taxguru.in/company-law/statutory-registers-under-companies-act-2013.html (last visited on 22nd October, 2022).
• Quicko, https://learn.quicko.com/statutory-registers-under-companies-act-2013 (last visited on 22nd October, 2022).

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