Can any one help me with the list of registers that need to be maintained under the Companies Act 2013?
Registers that need to be maintained under cos act 2013
Amartya Bag (Others) (32 Points)
15 April 2014Amartya Bag (Others) (32 Points)
15 April 2014Can any one help me with the list of registers that need to be maintained under the Companies Act 2013?
Deepak Gupta
(CA Student)
(15922 Points)
Replied 15 April 2014
Originally posted by : Amartya Bag | ||
Can any one help me with the list of registers that need to be maintained under the Companies Act 2013? |
- Register of Members (Sec. 88)
.
- Register of Debenture Holders (Sec. 88)
.
- Register of other Security Holders (Sec. 88)
.
- Register of securities/shares bought back (Sec. 68)
.
- Register of Charges (Sec. 85)
.
- Register of Directors, Key Managerial Personnel (Sec. 170)
.
- Register of loans, investments, guarantees and securities (Sec. 186)
.
- Register of Investments not held by the Company in its own name (Sec. 187)
.
- Register of contracts, arrangements in which the directors are interested (Sec. 189)
Mohammed Yasar
(Practicing Company Secretary)
(119 Points)
Replied 21 August 2014
A list of various registers to be maintained under the Companies Act, 2013 is given below in brief.
Section
|
Chapter/ Rule No.] |
Name of the Register |
Prescribed Format |
88(1)(a) |
[VII / 3(1)] |
Register of Members (including index) |
MGT.1 |
88(1)(b) |
[VII / 4] |
Register of debenture holders (including index) |
MGT.2 |
88(1)(c) |
[VII / 4] |
Register of any other security holders (including index) |
MGT.2 |
88(4) |
[VII / 7(1)] |
Foreign Register of members, debenture-holders, other security-holders or beneficial owners residing outside India (if authorized by AOA) |
As per the principal register |
46 (3)
|
[IV / 6(3) (a)] |
Register of Renewed and Duplicate Share Certificates |
SH.2 |
54 |
[IV / 8 (14)] |
Register of Sweat Equity Shares |
SH.3 |
62(1)(b) |
[IV / 12 (10)] |
Register of Employee Stock Options |
SH.6 |
68(9) |
[IV / 17(12)(a)] |
Register of shares or other securities bought-back |
SH.10 |
- |
[V/14(1)] |
Register of deposits |
Particulars of entries to be made are prescribed |
85 (1) |
[VI/ 10(1)] |
Register of charges |
CHG.7 |
- |
[VII/21 (1)(a)] |
Attendance Register of members present, Register of Proxies |
- |
170(1) |
[XI / 17(1)] |
Register of directors and key managerial personnel |
Particulars of entries to be made are prescribed |
186 (9) |
[XII/12(1)] |
Register of loans, guarantee, security and acquisition made by the company |
MBP 2 |
187 (3) |
[XII/14(1)] |
Register of investments not held in its own name by the company |
MBP 3 |
189 |
[XII/16 (1)] |
Register of contracts or arrangements which directors are interested |
MBP 4 |
Courtesy - CS Varadvinayak V. Khambete.
Mohammed Yasar
(Practicing Company Secretary)
(119 Points)
Replied 21 August 2014
Statutory Registers Under Companies Act 2013
1. INCORPORATION DOCUMENTS: Company shall preserved at its Registered office:
Copies of MOA & AOA given to Members: A company shall, on being so requested by a member
Penalty: If a company makes any default in complying with the
provisions of this section, the company and every officer of the company who is in default shall be liable for each default, to a penalty of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
3. RECORD OF PRIVATE PLACEMENT: Section 42 read with Rule 14 of CA(Prospectus and Allotment of Securities) Rules, 2014-Company shall maintain complete Record of Private Placement under PAS-5 at its Registered Office.
4. REGISTER OF RENEWED AND DUPLICATE SHARE CERTIFICATE:
5. REGISTER OF SWEAT EQUITY SHARES:
6. REGISTER OF TRANSFER & TRANSMISSION: The Company shall maintain Separate Register for Transfer & Transmission of Equity/ Preference Shares (Section – 56).
8. REGISTER OF SECURITY BUY BACK: (Section -68 (9) read with Rule 17of Chapter IV)-
9. REGISTER OF DEPOSIT: (Section 73 and 76 read with rule 14 of Companies (Acceptance of Deposit) Rules, 2014-
Particular of Register:
10. REGISTER OF CHARGE: (Section 85 read with Rule-10 of company (Registration of charges) Rules, 2014-
Particular of Register:
Register Open for Inspection:
PENALTY:
The company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to ten lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.
11. REGISTER OF MEMBERS: (Section 88 (1) (a) and Rule 3 of the Companies (Management and Administration) Rules, 2014-
PLACE OF KEEPING OF REGISTERS:
By passing SR in GM the company can keep the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than 1/10th (one-tenth) of the total members entered in the register of members reside.
INDEX OF THE NAMES TO BE INCLUDED IN REGISTER:
The maintenance of index is not necessary in case the number of members is less than 50 (fifty).
The company shall make the necessary entries in the index simultaneously with the entry for allotment or transfer of any security in such Register.
AUTHENTICATION OF ENTRIES:
The date of the board resolution authorizing the same shall be mentioned.
FOREIGN REGISTER:
A. A company may, if so authorized by its articles, keep in any country outside India, a part of the Register of :
- Members or
- Debenture Holders or
- Security Holders or
- Beneficial Owners, RESIDENT IN THAT COUNTRY.
B. The company shall, within 30 (thirty) days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office where such register is kept in Form No. MGT.3 along with the fee
C. The company in the event of any change in the situation of such office or of its discontinuance, shall, within 30 (thirty) days from the date of such change or discontinuance, as the case may be, file notice in Form No. MGT.3 with the Registrar of such change or discontinuance.
D. A foreign register shall be deemed to be part of the company’s Principle Register.
E. Foreign register shall be maintained in the same format as the principal register.
F. The company shall—
- Transmit to its registered office in India a copy of every entry in any foreign register within 15 (fifteen) days after the entry is made; and
- Keep at such office a duplicate register of every foreign register duly entered up from time to time.
G. Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.
H. The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.
I. A foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, Exception: No need to give advertisement in News Paper.
ENTRY IN REGISTER OF BENEFICIAL INTEREST:
INSPECTION OF REGISTERS:
- Take EXTRACTS from any register, or index or return without payment of any fee; or
- Require a COPY of any such register or entries therein or return on payment of such fees as specified in AOA but not exceeding Rs. 10/-(Ten) for each page.
PERSEVERANCE OF REGISTER:
12. MINUTES OF MEETINGS: A distinctive Minute Book shall be maintained for each type of Meeting:
(CSR Committee, Audit Committee, Nomination and Remuneration Committee, Shareholders Relationship Committee and other Ad-hoc Committees).
General Meeting:
- Chairman of Meeting with in the period of 30(Thirty) Days.
- In case of Inability of Chairman, by a Director Duly authorized by Board for purpose. Board & Committee Meeting:
- Chairman of said Meeting
- Chairman of Next Succeeding Meeting
Postal Ballot Resolution:
- Chairman of Board with in period of 30(Thirty) days.
- In case of no chairman of Board, by a Director duly authorized by Board for purpose.
POSTAL BALLOT:
- Brief Report on the Postal Ballot Conducted
- Proposed Resolution
- Result of voting thereon
- Summary of Scrutinizer’s Report
- Date when entry made in Minute book
MAINTENANCE:
General Meeting:
Board & Committee Meeting:
COPY OF MINUTE BOOK OF GENERAL MEETING:
MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM:
13. BOOKS OF ACCOUNTS:
Books of Accounts and other books and papers may be open for inspection by a Director of the Company.
- Directors
- KMP’s
- Its Holding
- Subsidiary
- Subsidiary of companies’ Holding Company
- Subsidiary of Companies Associate Companies.
PARTICULAR OF REGISTER:
o Director Identification Number (optional for key managerial personnel);
o Present name and surname in full;
o Any former name or surname in full;
o Father’s name, mother’s name and spouse’s name(if married) and surnames in fullǢ
o date of birth;
o Residential address (present as well as permanent);
o Nationality (including the nationality of origin, if different);
o Occupation;
o Date of the board resolution in which the appointment was made;
o Date of appointment and reappointment in the company;
o Date of cessation of office and reasons therefor;
o Office of director or key managerial personnel held or relinquished in any other body corporate;
o Membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and
o Permanent Account Number (mandatory for key managerial personnel if not having DIN);
The company shall also include in the aforesaid Register the details of securities held by them in the company, Its holding company, subsidiaries, subsidiaries of the company’s holding company and associate companies relating to-
INSPECTION OF REGISTER:
15. REGISTER OF LOAN INVESTMENT AND GUARANTEE:
Every company Giving Loan or giving a guarantee or providing security or making an acquisition under this section shall keep a register in FORM NO. SH-12 which shall contain particulars of:
MAINTENANCE & INSPECTION:
16. REGISTER OF INVESTMENT MADE BY A COMPANY HELD NOT IN ITS NAME: (Section 187(2) and (d)
17. REGISTER OF CONTRACT OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED:
o Company or Companies or Bodies Corporate, Firms or Other Association of individuals, in which any director has any concern or interest, as mentioned under sub-section (1) of section 184:
o Contracts Or Arrangements with a BODY CORPORATE OR FIRM or other entity as mentioned under sub-section (2) of section 184, in which any director is, directly or indirectly, concerned or interested; and
o Contracts Or Arrangements with a RELATED PARTY with respect to transactions to which section 188 applies.
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