Statutory Registers

Overview

As per companies Act, 2013 every company is required to maintain certain statutory registers which is prescribed under the act. This registers contain records of company’s shareholder, debenture holders, directors and interest of director in other entity, deposits, charges, etc. The company is required to keep these registers open for inspection by members, creditors and by other person.

NEED FOR MAINTAINING STATUTORY REGISTERS

The company shall maintain statutory registers:

• For good corporate governance.
• To save itself from penalties of non-compliance of the act.
• For keeping records.
• For maintaining transparency.

FORMAT OF STATUTORY REGISTERS

The Companies Act, 2013 prescribed following formats for statutory registers:

• MGT-1: Register of members.
• MGT-2: Register of Debenture holders.
• MBP-2: Register of loan and guarantee.
• MBP-4: Register of contract and arrangement in which directors are interested.
• CHG-7: Register of charges.
• SH-2: Register of renewed and duplicate Share certificates.
• SH-3: Register of Sweat Equity Shares.
• SH-6: Register of Employee Stock Option.
• SH-10: Register of securities bought back.

TYPES OF STATUTORY REGISTERS TO BE MAINTAINED BY A COMPANY

Companies required to maintain following statutory registers:

• Register for Deposits: Every company accepting deposits is required to maintain register of deposits in which it shall enter particulars of each depositor.
• Register of member: Every company limited by shares shall maintain register of members containing details of each member of the company. Separate register is required to be maintained in respect of each class of shares of the company.
• Register of Directors and KMP: Detailed records of directors and KMP need to be maintained in the register and records of their shareholding should also to be maintained.
• Register of Charge: Charge register is to be maintained containing details of creation, modification and satisfaction of charges.
• Register of Renewed and duplicate Share certificates: In case any duplicate certificate is issued due to misplacement of share certificate or due to mutilation of share certificate then the entries is to be made in register indicating name of the person to whom it is issued, number and date of issue of duplicate share certificate.
• Register of buy back of shares and securities: In case of public company if shares are bought back then register regarding the details of bought back shares need to be maintained with details of shares bought back.
• Register of Employee Stock Options: Company needs to maintain the register of ESOP containing particulars of the employee to whom it is issued and the class of securities issued.
• Register of Debenture holder: Every company issuing debentures is required to maintain the records of particulars of debenture holder in separate register.
• Register of loan and guarantee: Every company shall maintain the register containing details of loan and guarantee given by it in prescribed form and preserve this register permanently.
• Register of sweat equity shares: Every company issuing sweat equity shares shall maintain register of sweat equity shares in format prescribed under Companies act, 2013.
• Register of contract and arrangement in which directors are interested: Every company shall maintain register of contract and arrangement in which directors are interested in the format prescribed under the act.

AUTHENTICATION OF STATUTORY REGISTERS

Statutory registers of the company shall be authenticated by the Company Secretary of the company or by any other person who is authorized by the board in this respect.

CONSEQUENCES OF NON-MAINTAINING STATUTORY REGISTERS

When company fails to maintain statutory registers it shall be punishable with hefty penalties or fines. The amount of penalty or fine will be depend upon the type of statutory register in respect of which default is made by the company.