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What are Statutory Registers to be maintained under Companies Act, 2013

To ensure that companies are operating as per the regulations of Companies Act, 2013 there are certain documents to be maintained. These registers important for disclosure of details of the books of accounts and financial statements. All the documents maintained gives true and fair view of the organisation

Points covered in this article are

1. What are statutory registers and why are they maintained?

2. Different statutory registers to be maintained are

a. Register of Deposits

b. Register of Members

c. Register of Debenture Holders

d. Register of Employee Stock Option

e. Register of Sweat Equity Shares

f. Register of Directors and Key Managerial Personnel

g. Register of Loans and Guarantee

h. Register of Renewed and Duplicate Share Certificate

i. Register of Charges

j. Register of contract with Managing and Whole-time Directors

1. What are statutory registers and why are they maintained?

Statutory register are documents or records to be maintained by companies as per Companies Act, 2013. These registers contains details about important activities, record of company’s shareholders, directors, employees etc.

Many registers are mandatory to be maintained by the Companies Act, 2013. The registers help in smooth functioning of the company. Some of the registers vary depending on the type of company. Non compliance of the provisions of the Act shall attract penalties

2. Different registers to be maintained are

1. Register of Deposits

Every company accepting deposits should maintain this register. Deposits from public can only be accepted by Public Companies. Like share capital, deposits are also a source of fund. The interest paid on deposits shall not exceed maximum rate of interest prescribed by RBI.

To protect the interest of Depositors, register of Deposits should be maintained. These provisions are not applicable to

● Banking Companies

● NBFCs registered with RBI

The register shall contain details such as, personal details of depositors, interest rate, term of deposit, date of interest payment, date of repayment and other details relating to the deposit

2. Register of members

Under section 88 of Companies Act 2013, maintaining Register of Members is mandatory under format MGT-1. This register is to be kept in the registered office of the organisation or if it is to be kept in any other place, special resolution is to be passed and one tenth of the members should accept the proposal

● The entries made in this register shall be validated in the next board meeting conducted by a Company Secretary/Director

● Register of members can be inspected by any member without any inspection fees for the members but if any other person has to inspect it, fees will have to be paid

3. Register of Debenture holders

Register of Debenture Holders is to be maintained under format MGT-2. Every company which issues debentures or any other securities shall maintain Register of Debenture Holders for each type of Debenture

● It contains personal details of the Debenture Holders

● Index of names of all Debenture Holders

● Total number of debentures held

● Class of debentures etc

4. Register of Employee Stock Option

Employee Stock Option is issued to retain employees and to motivate them to work effectively. It is a choice given to the employees to purchase the stock of the company at a price decided by the board. Register of Employee Stock Option shall mention

● Total number of ESOP granted

● Price of each stock

● Index of names of employees

● Maximum number of options to be granted in aggregate

5. Register of Sweat Equity Shares

Sweat equity shares are equity shares that are issued to a company’s directors or employees at a discounted price or for a consideration other than cash. The register of Sweat Equity Shares is maintained as per section 54 of Companies Act, 2013 in Form SH-3

● Issue of Sweat Equity Shares should be authorised by a special resolution

● Issuance should be in accordance with SEBI guidelines

● There shall be a lock-in or non-transferable period of three years. It should be mentioned in share certificates separately

● A company is not allowed to issue Sweat Equity Shares for more than 15% of paid up capital

6. Register of Directors and Key Managerial Personnel

Every company should maintain a register containing the details of its directors and Key Managerial Personnel including details of all the securities held by them. A return shall be filed with the the registrar within 30 days of appointing each director or manager

The maintenance of this register falls under section 170 of Companies Act, 2013

7. Register of Loans and Guarantee

Every company providing loan for employees or third party is bound to maintain a register of Loans. It should maintain details of loan, investment, guarantees and security. The register shall be kept at the registered office of the company. It can be maintained manually or electronically

8. Register of Renewed and Duplicate Share Certificates

Duplicate share certificates are issued in exchange of share certificates that are old, torn, worn out or destroyed. The form in which this register shall be maintained is Form No SH-2. The details specified in this register are

● Name of the person to whom duplicate share certificates are issued

● Date of issuance

● Number of share certificates for which new certificates are issued

This register should be kept in custody of Company Secretary or any other person

Authorised by the Company’s Board

9. Register of charges

Charges may be interest or lien created on property or asset. Whenever a charge is made, every company has to register the same with registrar of companies. This register shall be filed within 30 days of creation of charge

10. Register of contract with Managing and whole-time Director

This register shall disclose the terms under which all whole-time directors and managing directors are appointed. The rights and duties of directors shall also be specified. It is to be kept at the registered office of the company and should be authenticated in the Board meeting of the company by the Company Secretary or any other authorised person

Non-compliance of these provisions shall attract huge amount of penalties. The company and all the Officers in default shall be responsible for such act. Although these are statutory registers that are to be maintained, the applicability of these provisions depends on type of company and some of the registers are not mandatory to be maintained under the Companies Act, 2013.

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