Statutory Registers under the Companies Act, 2013

Introduction:

The Companies Act, 2013 mandates the maintenance of various registers by companies to ensure compliance with legal requirements. These registers play a crucial role in documenting and recording essential information related to the company's shareholders, directors, key managerial personnel, charges, contracts, and other significant transactions. In this article, we provide an in-depth understanding of the statutory registers prescribed under the Companies Act, 2013, along with their respective sections and relevant rules.

1. Register of Members (Section 88, Rule 3 of Companies (Management and Administration) Rules, 2014):

The Register of Members is to be maintained in Form MGT-1 and should be updated within seven days of share allotment or transfer. This register contains details of the company's shareholders, including their names, addresses, and the number of shares held.

2. Register of Other Security Holders (Section 88, Rule 4 of Companies (Management and Administration) Rules, 2014):

The Register of Other Security Holders, maintained in Form MGT-2, records the allotment, transfer, pledge, lien, or hypothecation of securities other than shares. It should be updated within seven days of such transactions.

3. Foreign Register (Section 88, Rule 7 of Companies (Management and Administration) Rules, 2014):

A company may maintain a Foreign Register if authorized by its Articles of Association. This register should follow the same format as the principal register. Any entry made in the foreign register must be updated in India within 15 days. A copy of the foreign register should also be maintained in India.

4. Register of Directors and Key Managerial Personnel (Section 170, Rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014):

The Register of Directors and Key Managerial Personnel should contain personal particulars of directors and KMPs, details of their securities holdings, including acquisition and disposal dates, transaction prices, and mode of holding. It should be updated chronologically, with a separate folio for each person.

5. Register of Charges (Sections 85, Rule 10 of Companies (Registration of Charges) Rules, 2014):

The Register of Charges, maintained in Form CHG-7, records details of charges created, modified, or satisfied on the company's property, undertaking, or assets. Instruments creating or modifying charges must be preserved for eight years from the date of charge satisfaction.

6. Register of Deposits (Sections 73, 76, Rule 14 of Companies (Acceptance of Deposits) Rules, 2014):

The Register of Deposits is maintained for companies accepting deposits and contains information about depositors, deposit amounts, duration, interest rates, repayment due dates, and details of charge created on deposits.

7. Register of Loans, Guarantees, Securities (Section 186, Rule 12 of Companies (Meetings of Board and its Powers) Rules, 2014):

The Register of Loans, Guarantees, Securities, maintained in Form MBP-2, records details of loans, guarantees, and securities given by the company. It should be updated within seven days of such transactions.

8. Register of Investments Not Held in the Company's Name (Section 187, Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014):

The Register of Investments Not Held in the Company's Name, maintained in Form MBP-3, records details of investments made by the company not held in its name.

9. Register of Contracts in which Directors are Interested (Section 189, Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014):

The Register of Contracts in which Directors are Interested, maintained in Form MBP-4, captures details of contracts in which directors have an interest. Exempted entries include transactions at arm's length basis, ordinary course of business, and certain specified transactions.

10. Register of Sweat Equity Shares (Section 54, Rule 8(14) of Companies (Share Capital and Debentures) Rules, 2014):

The Register of Sweat Equity Shares, maintained in Form SH-3, is applicable to companies that have issued sweat equity shares. It includes details such as the date of board and special resolutions, allottee information, share issuance details, and lock-in periods.

11. Register of Employee Stock Options (Section 62(1)(b), Rule 12(10) of Companies (Share Capital and Debentures) Rules, 2014):

The Register of Employee Stock Options, maintained in Form SH-6, is applicable to companies that have issued Employee Stock Options (ESOP). It records relevant details of the ESOP scheme and the beneficiaries.

12. Register of Securities Bought Back (Section 68(9), Rule 17(12) of Companies (Share Capital and Debentures) Rules, 2014):

The Register of Securities Bought Back, maintained in Form SH-10, is applicable to companies that have conducted share buybacks. It records information such as the consideration paid, cancellation date of securities, and details of extinguishment or physical destruction of securities.

13. Register of Renewed or Duplicate Share Certificates (Section 46, Rule 6(3) of Companies (Share Capital and Debentures) Rules, 2014):

The Register of Renewed or Duplicate Share Certificates, maintained in Form SH-2, records details of members to whom renewed or duplicate share certificates have been issued, along with relevant approval and issue dates.

14. Register of Significant Beneficial Owners (Section 90, Rule 5 of Companies (Significant Beneficial Owners) Rules, 2018):

The Register of Significant Beneficial Owners, maintained in Form BEN-3, is applicable to companies that have identified their Significant Beneficial Owners (SBOs). It includes details such as the name, contact information, PAN/Passport number, and declaration filing dates.

15. Register of Postal Ballot (Section 110, Rule 22(10) of Companies (Management and Administration) Rules, 2014):

The Register of Postal Ballot is maintained by the scrutinizer and contains details of members, shares held, and information on received invalid or defaced postal ballot forms.

Conclusion:

Compliance with the Companies Act, 2013 requires private companies to maintain several statutory registers. These registers play a crucial role in ensuring transparency, accountability, and legal compliance. By diligently maintaining and updating these registers as per the prescribed formats and timelines, companies can demonstrate good corporate governance practices and fulfill their legal obligations. It is essential for companies to seek professional advice and refer to relevant reference documents to ensure accurate and up-to-date maintenance of these registers.