Compliance of Statutory Register and Minutes Under Companies Act, 2013

Compliance of Statutory Register and Minutes Under Companies Act, 2013. Overview 
Every Company is required to maintain certain Statutory Records, Registers, books i.e. Statutory Registers, Minutes etc. as per the provisions of Companies Act, 2013. For a Company to function smoothly and efficiently and to comply with the Statutory Provisions, it is essential that all the records are maintained in a systematic manner.
Let us see why is it Important to maintain such records?

Statutory Requirement;

Failure to maintain records attracts penalties on the Company as well as an officer in default;

Some records and registers are required to be kept open for inspection by the Company for inspection by its members, directors, creditors and other persons and right to inspection is an enforceable right;

Serves as evidence in case of any legal dispute;

For maintaining Corporate Governance

Helpful for future references;

Important for future business transactions like Merger and Acquisitions, Takeover, etc;

Official record of transactions undertaken by the Company, etc.

Meaning of Statutory Registers: -
Statutory Registers are the official records containing Company-specific details w.r.t its Shareholders, Directors, Key Managerial Personnel, charges, loans, etc which are required to be maintained as per provisions of Companies Act, 2013.
Meaning of Minutes: - 
Minutes are the official records of the proceedings of the meeting containing the summary of meetings, discussions and decisions taken at the meeting. It serves as documentary evidence of the proceedings of the meeting.
GOVERNING LAWS: -

Provisions of Companies Act, 2013 w.r.t Maintenance of Statutory Registers: -

NAME OF REGISTER & FORMAT

APPLICABLE PROVISIONS

Renewed and duplicate share certificates (Form No. SH-2)

Section 46 (3) read with Rule 6 (3) of Companies (Share Capital and Debentures) Rules, 2014

Sweat equity shares (Form No. SH-3)

Section 54 read with Rule 8 (14) of Companies (Share Capital and Debentures) Rules, 2014

Employee Stock Options (Form No. SH-6)

Section 62 (1) (b) read with Rule 12 (10) of Companies (Share Capital and Debentures) Rules, 2014

Shares/ securities bought back (Form No. SH-10)

Section 68 (9) read with Rule 17 (12) of Companies (Share Capital and Debentures) Rules, 2014

Deposits

Section 73 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014

Charges (Form No. CHG.7)

Section 85 (1) read with Rule 10 of Companies (Registration of Charges) Rules, 2014

Members (Form No. MGT-1)

Section 88 (1) (a) read with Rule 3 of Companies (Management and Administration) Rules, 2014

Debenture holders/ Other Securities holders (Form No. MGT-2)

Section 88 (1) (b) & (c) read with Rule 4 of Companies (Management and Administration) Rules, 2014

Foreign Register of the members, debenture-holders, other security holders or beneficial owners residing outside India. (if Authorised by Articles of Company) [Form No. MGT-1 or Form No. MGT-2 (as may be applicable)]

Section 88 (4) read with Rule 7 of Companies (Management and Administration) Rules, 2014

Significant Beneficial Owners (Form No. BEN-3)

Section 90 (2) read with Rule 5 of Companies (Management and Administration) Rules, 2014

Directors and Key Managerial Personnel and their Shareholding

Section 170 read with Rule 17 of Companies (Appointment and Qualifications of Directors) Rules, 2014

Contracts or Arrangements in which Directors are interested (Form MBP 4)

Section 189 read with Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014

Loans, guarantee, security and acquisition made by the company (Form MBP 2)

Section 186(9) read with Rule 12 of Companies (Meetings of Board and its Powers) Rules, 2014

Investments not held in its own name by the company (Form MBP – 3)

Section 187(3) read with Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014

Provisions of Companies Act, 2013 w.r.t Maintenance of Minutes: -

DESCRIPTION

APPLICABLE PROVISIONS

Minutes Book of Proceedings of General Meeting, Board Meeting, Committee Meeting, Other Meeting and Resolutions passed by Postal Ballot

Section 118 read with Rule 25 of Companies (Management and Administration) Rules, 2014 read with Secretarial Standards 1 & 2

Compliance Checklist & Procedural Aspects: -

Statutory Register: -

SR. NO.

NAME OF REGISTER

IMPORTANT ASPECTS

Deposits

- Contents: It should contain the following particulars as specified in rules: -
·   Name, Address, PAN of depositor(s)
·   In case of Minor- Guardian’s particulars
·   Nominee Particulars
·   Deposit Receipt Number
·   Date and amount of deposit
·   Duration and repayment date
·   Rate of Interest
·   Due date for payment of interest
·   mandate and instructions for payment of interest and for non-deduction of tax at source, if any;
·   date or dates of interest payment
·   details of security or charge created for repayment
·   any other relevant particulars
- Place of Keeping Register: Registered Office of the Company
- Time Period for making entries: Within 7 days from the date of issuance of Receipt
- Authentication: Director/ Company Secretary/ Other Person authorised by Board
- Preservation Period: 8 years from the financial year in which latest entry is made in the register

Charges

- Contents: - It should contain the following details as specified in Form CHG-7
·   W.r.t CREATION: Charge ID, Date of Creation or date of acquisition of property subject to charge, Date of Registration of creation of charge, Description of Property charged, Period & Amount secured by charge, Names and addresses of Charge holder, Terms and conditions of charge; Description of instrument creating charge; Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any)
·  W.r.t MODIFICATION: Date of Modification, Date of Registration of modification of charge, Particulars of modification, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any)
·  W.r.t SATISFACTION: Date of Satisfaction, Date of Registration of satisfaction of charge, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any)
- Place of Keeping Register: Registered Office of the Company
- Time Period for making entries: Forthwith after Creation, Modification or satisfaction of charge as the case may be
- Authentication: Director/ Company Secretary/ Other Person authorised by Board
- Preservation Period: Permanently
- Right of Inspection: During business hours
o   Members/ Creditors – Free of Charge
o   Others- On payment of such fees and subject to restrictions as may be imposed by Articles of the Company

Members

- Contents: It should contain the following details as specified in Form MGT-1:
- IN CASE OF COMPANY LIMITED BY SHARES:
·   W.r.t SHARES: Class of shares, Nominal value per share, Total number of shares;
·   W.r.t PERSONAL DETAILS OF MEMBER: Name, Name of joint holder (if any); Address; E-mail Id; CIN/ Registration No.; Unique identification number; Father’s/ Mother’s/ Spouse’s Name; Status; Occupation; Nationality; In case of minor- Name of guardian and Date of Birth of minor;
·   DETAILS OF MEMBERSHIP: Date of becoming member; Declaration in Respect of Beneficial Interest in any Share (if any); Name and address of beneficial owner; date of receipt of nomination(if applicable); Name and address of nominee; Shares kept in abeyance (if applicable); lien on shares (if applicable); Date of cessation of membership;
·   INSTRUCTIONS: Particulars of dividend mandates, power of attorney and other instructions, if any; Instruction for sending notices etc., if any;
·   DETAILS OF SHAREHOLDING: Allotment No./ Transfer No.; Date of allotment/ transfer; No. of shares allotted/ transferred; Distinctive Numbers; Folio No. & Name of transferor (if applicable); Date of issue or endorsement of share certificate; Certificate No. ; Lock-in period (if any); Amount- Payable/paid/deemed to be paid/ due; Particulars if shares are issued for consideration other than cash; Number of shares and date of transfer/ transmission/ forfeiture/ redemption; Distinctive Number; Name & Folio No. of transferee; Balance shares; Remarks and Signature;
- IN CASE OF COMPANY LIMITED BY GUARANTEE:
Apart from personal details of members, instructions as mentioned above; the details such as date of becoming member; date of cessation; amount of guarantee and any other interest if any;
- Index of Register: If number of members exceeds fifty
- Place of Keeping Register:
o   Registered office
o   If Special Resolution is passed then it can be kept at any other place:
- within same city, town, village where registered office is situated or
- any other place in India- where 1/10th of total number of members reside
- Time Period for making entries in register and index (if applicable): 7 days after Board/ Committee approval w.r.t allotment, transfer
- Authentication: Company Secretary/ Other Person authorised by Board
- Inspection/ Copies:
o   Free for members- during business hours- atleast for 2 hours
o   Other Person- Payment of such fees as prescribed in AOA not exceeding Rs. 50/- for each inspection
o   In case of if member requires copy of such register/ entry- Payment of such fees as prescribed in AOA not exceeding Rs. 10/- for each page;
- Custody: Company Secretary/ Other Person authorised by Board
- Preservation Period: Permanently
- Penalty: On Company: Rupees Three Lakhs, On every Officer in default: Rupees Fifty Thousand

Directors and Key Managerial Personnel and their Shareholding

- Contents: It should contain the following particulars as specified in rules: -
- DETAILS OF DIRECTOR AND KEY MANAGERIAL PERSONNEL: Personal Details like DIN, name, surname, former name if any, father’s name, mother’s name, spouse name (if married), date of birth, residential address, nationality, occupation;
Other details like Date of Board Resolution in which appointment was made, Date of appointment and reappointment; date of cessation and reasons; whether such office is held or relinquished in any other body corporate; Membership no. of ICSI in case of CS if applicable; PAN of KMP if not having DIN
· DETAILS OF SECURITIES: Securities held by Directors or KMP in Company, its holding, subsidiary, associate, subsidiary of Company’s holding containing details of securities such as name, description and nominal value; date of acquisition, price or other consideration paid; date of disposal and price and other consideration received; cumulative balance and number of securities held after each transaction, mode of acquisition, mode of holding, whether such securities have been pledged or encumbered
- Place of Keeping Register: Registered Office of the Company;
- Preservation Period: Permanently

Contracts or Arrangements in Which Directors are Interested

- Contents: It should contain the following details as specified in Form MBP-4:
·   Part A: DISCLOSURE OF RELATED PARTY TRANSACTIONS: Date of contract/ arrangement; Name of party with which contract is entered; Relation with director/ company/ nature of concern or interest; Principal terms and conditions; whether the transaction is at arm’s length basis; Date of Board Approval along with details of voting on such resolution; Date of next Board Meeting in which register was placed for signature; Reference of sub-section of section 188 under which such transaction falls; Amount, date of shareholders’ approval, if any, Signature and Remarks.
·   Part B: DISCLOSURE OF INTEREST OF DIRECTORS: Names of the Companies/bodies corporate/ firms/ association of individuals; Name of Interested Director; Nature of Interest or Concern; Change in interest or concern; Shareholding, Date on which interest or concern arose/changed.
- Place of Keeping Register: Registered Office of the Company
- Time Period for making entries: On receipt of necessary information/ whenever there is cause to make entry; The entries should be made in chronological order
- Custody: Company Secretary/ Other Person authorised by Board
- Authentication: Company Secretary/ Other Person authorised by Board
- Preservation Period: Permanently
- Penalty: Every Director in default- Rupees Twenty-Five Thousand

Loans, guarantee, security and acquisition made by the company

- Contents: It should contain the following details as specified in Form MBP-2:
· DETAILS W.R.T LOANS/GUARANTEE/SECURITIES/ ACQUISITIONS: Nature of transaction; Date; Name and address of person/ body corporate to whom it is made or given or whose securities have been acquired; Amount; Time Period; Purpose; Percentage of such transaction as to paid up capital, free reserves and securities premium and percentage of free reserves and securities premium; Date of Board Resolution, Date of Special resolution (if required);
· ADDITIONAL DETAILS IN CASE OF LOANS - rate of interest, date of maturity;
· ADDITIONAL DETAILS IN CASE OF ACQUISITION: - number and kind of securities, nominal and paid up value, cost of acquisition, date of selling investment, selling price, signature and remarks
- Place of Keeping Register: Registered Office of the Company
- Time Period for making entries: Chronologically within seven days of making such loan or giving guarantee or providing security or making acquisition.
- Custody: - Company Secretary/ Other Person authorised by Board
- Authentication: Company Secretary/ Other Person authorised by Board
- Preservation Period: Permanently
- Inspection: Free for members and Extracts may be furnished to member on payment of fees as prescribed in AOA which shall not exceed Rs. 10/- per page
- Penalty: Company- Minimum Twenty-Five Thousand which may extend to Rupees Five Lakhs; Every Officer in Default- Imprisonment upto 2 years and fine Minimum Twenty-Five Thousand which may extend to Rupees One Lakh

Minutes (Provisions as per Companies Act 2013 Read with Secretarial Standards): -
Maintenance: -
It shall be maintained in minutes book and separate Minute Book must be maintained for each category of meeting;

Pages of minutes shall be consecutively numbered;

It shall not be pasted or attached in Minutes Book or tampered with in any manner;

Minutes book if maintained in loose leaf, then it shall be bound periodically depending on size, volume, coinciding with one or more financial years;

Place of Maintenance: -

Registered Office

Mode of Maintenance:

Physical or

Electronic mode with time stamp

Contents: -

It shall state the serial number, type of meeting, day, date, time and venue;

Name of Directors, Company Secretary, Invitees present;

Mode of presence of director- physical/electronic;

Record presence of quorum;

Leave of absence; if any

Noting of Preceding Meetings; Meetings of Committee; Resolutions passed by circulation; including dissent or abstention if any;

Directors particularly Independent Directors views;

Fact of dissent; Name of Directors who dissented from resolution or abstained from voting;

Meeting Commencement and Conclusion time;

Recordings:

It shall be written in third person and past tense; however, the resolutions be written in present tense;

The proceedings of the Meetings shall be recorded by Company Secretary; In case there is no Company Secretary- Person Authorised by board/ Chairman;

Chairman has absolute discretion to exclude from Minutes if such matter is reasonably regarded as defamatory of any person/ irrelevant/ immaterial/ detrimental to interests of Company;

Circulation of minutes: -

Draft minutes shall be circulated to all the directors within 7 days of conclusion of meeting by hand or speed post or by registered post or by courier or by email or any other recognized electronic means;

Proof of sending draft minutes must be maintained and preserved for such period as may be decided by the Board which shall not be less than 3 years from the date of meeting;

Comments on Draft Minutes shall be communicated by Directors within 7 days from the date of circulation;

Date of entry: -

Time for entry in Minutes Book- Within 30 days from the date of conclusion of Meeting;

Date of Entry of Minutes shall be recorded in Minutes Book

By Company Secretary;

In case there is no Company Secretary- Any other Person duly authorised by the Board or Chairman

Signing of minutes: -

Minutes of Previous Meeting may be signed either by the Chairman of that Meeting at any time before the next meeting or by Chairman of next Meeting at next Meeting;

Each page of the Minutes shall be initialed by the Chairman and last page shall be signed by the Chairman mentioning the date on which and place where he has signed the Minutes, if the Minutes are maintained electronically by the Company the same should be digitally signed by the Chairman

Blank space between the Conclusion of Minutes and Signature shall be scored out by Chairman;

Copy of Signed Minutes certified by Company Secretary and in case there is no Company Secretary by any Director authorised by board shall be circulated to all directors within 15 days from the date of signing of minutes;

Preservation Period: -

Permanently

Custody

Company Secretary;

In case there is no Company Secretary- Any Director duly authorised by the Board or Chairman.

Penalty: -

Section 118 (11)- For Non – Maintenance: -

On Company- Rupees Twenty-Five Thousand;

On Officer in Default- Rupees Five Thousand

Section 118 (12) – If person is found guilty of tampering the minutes, he shall be punishable with: -

Imprisonment – Upto Two Years and

Fine- Minimum Rupees Twenty-Five Thousand which may extend to Rupees One Lakh

Role Of Secretarial Standards: -

Section 118 (10) mandates Companies to observe Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2)

Impact of Adoption of Secretarial Standards: -

Better Corporate Governance

Uniform Practices

Protecting Individual Directors

Prevention of oppression and mismanagement

Better monitoring of Compliances

Builds Investors’ confidence

Provides clarity where the law is not clear/ silent

FAQ’S: -
Q1.What are the provisions for signing Statutory Registers to be placed at Board Meeting if the same is conducted through Video Conferencing Mode?Ans: Statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode if they have given their consent to this effect and the same is so recorded in the minutes of the meeting.
Q2.What are the provisions for maintenance of documents in Electronic Form?
Ans: As per Rule 27 of the Companies (Management and Administration) Rules, 2014, Every Listed Company and a company having not less than 1000 shareholders, debenture holders and other security holders may maintain its records as required to be maintained under the Act /Rules in electronic form. The records in electronic form shall be maintained in the same formats as per the requirements of the Act.
Q3. To which Companies are Secretarial Standards (SS1 & SS2) applicable?Ans:

The Secretarial Standard (SS1) is applicable to all Companies incorporated under the Act except One Person Company having one director and Section 8 Company.

The Secretarial Standard (SS2) is applicable to all Companies incorporated under the Act except One Person Company and Section 8 Company.

Q4. Can Minutes of the Meeting be altered once it is entered in Minutes Book?Ans:

r.t Board Meetings:- As per SS-1 (7.5.3) Minutes entered in Minutes Book shall not be altered except by way of express approval of Board at its subsequent meeting at which minutes are noted by the Board and the facts of such alteration shall be recorded in Minutes of subsequent Meeting

r.t General Meetings: - As per SS-2 (17.4.3) Minutes, once entered in the Minutes Book, shall not be altered.

Q5. Who can inspect Board Meeting Minutes: -Ans:

Director is entitled to inspect the Minutes of a Meeting held before the period of his Directorship.

Director is entitled to inspect the Minutes of the Meetings held during the period of his Directorship, even after he ceases to be a Director.

Company Secretary in Practice, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor as he may consider necessary for performance of his duties

A member is not entitled to inspect Board Meeting Minutes

Role of Compliance Calendar LLP: -
Every Company is required to maintain Statutory Registers and Minutes as per provisions of Companies Act, 2013 and non- maintenance of the same attracts penalties. It is essential for the Company to keep such records up to date, in a systematic manner and preserve such records as per the statutory requirements. Requisite knowledge of provisions of Companies Act is required for updation and maintenance of such records. Team Compliance Calendar LLP consists of experienced and skilled professionals who can assist & guide you in maintaining such records in a systematic and timely manner. You can reach out to us at info@ccoffice.in or 9988424211

Overview

Every Company is required to maintain certain Statutory Records, Registers, books i.e. Statutory Registers, Minutes etc. as per the provisions of Companies Act, 2013. For a Company to function smoothly and efficiently and to comply with the Statutory Provisions, it is essential that all the records are maintained in a systematic manner.

Let us see why is it Important to maintain such records?

Statutory Requirement;
Failure to maintain records attracts penalties on the Company as well as an officer in default;
Some records and registers are required to be kept open for inspection by the Company for inspection by its members, directors, creditors and other persons and right to inspection is an enforceable right;
Serves as evidence in case of any legal dispute;
For maintaining Corporate Governance
Helpful for future references;
Important for future business transactions like Merger and Acquisitions, Takeover, etc;
Official record of transactions undertaken by the Company, etc.

Meaning of Statutory Registers: -

Statutory Registers are the official records containing Company-specific details w.r.t its Shareholders, Directors, Key Managerial Personnel, charges, loans, etc which are required to be maintained as per provisions of Companies Act, 2013.

Meaning of Minutes: -

Minutes are the official records of the proceedings of the meeting containing the summary of meetings, discussions and decisions taken at the meeting. It serves as documentary evidence of the proceedings of the meeting.

GOVERNING LAWS: -

Provisions of Companies Act, 2013 w.r.t Maintenance of Statutory Registers: -

NAME OF REGISTER & FORMAT	APPLICABLE PROVISIONS
Renewed and duplicate share certificates (Form No. SH-2)	Section 46 (3) read with Rule 6 (3) of Companies (Share Capital and Debentures) Rules, 2014
Sweat equity shares (Form No. SH-3)	Section 54 read with Rule 8 (14) of Companies (Share Capital and Debentures) Rules, 2014
Employee Stock Options (Form No. SH-6)	Section 62 (1) (b) read with Rule 12 (10) of Companies (Share Capital and Debentures) Rules, 2014
Shares/ securities bought back (Form No. SH-10)	Section 68 (9) read with Rule 17 (12) of Companies (Share Capital and Debentures) Rules, 2014
Deposits	Section 73 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014
Charges (Form No. CHG.7)	Section 85 (1) read with Rule 10 of Companies (Registration of Charges) Rules, 2014
Members (Form No. MGT-1)	Section 88 (1) (a) read with Rule 3 of Companies (Management and Administration) Rules, 2014
Debenture holders/ Other Securities holders (Form No. MGT-2)	Section 88 (1) (b) & (c) read with Rule 4 of Companies (Management and Administration) Rules, 2014
Foreign Register of the members, debenture-holders, other security holders or beneficial owners residing outside India. (if Authorised by Articles of Company) [Form No. MGT-1 or Form No. MGT-2 (as may be applicable)]	Section 88 (4) read with Rule 7 of Companies (Management and Administration) Rules, 2014
Significant Beneficial Owners (Form No. BEN-3)	Section 90 (2) read with Rule 5 of Companies (Management and Administration) Rules, 2014
Directors and Key Managerial Personnel and their Shareholding	Section 170 read with Rule 17 of Companies (Appointment and Qualifications of Directors) Rules, 2014
Contracts or Arrangements in which Directors are interested (Form MBP 4)	Section 189 read with Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014
Loans, guarantee, security and acquisition made by the company (Form MBP 2)	Section 186(9) read with Rule 12 of Companies (Meetings of Board and its Powers) Rules, 2014
Investments not held in its own name by the company (Form MBP – 3)	Section 187(3) read with Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014

Provisions of Companies Act, 2013 w.r.t Maintenance of Minutes: -

DESCRIPTION	APPLICABLE PROVISIONS
Minutes Book of Proceedings of General Meeting, Board Meeting, Committee Meeting, Other Meeting and Resolutions passed by Postal Ballot	Section 118 read with Rule 25 of Companies (Management and Administration) Rules, 2014 read with Secretarial Standards 1 & 2

Compliance Checklist & Procedural Aspects: -

Statutory Register: -

SR. NO.	NAME OF REGISTER	IMPORTANT ASPECTS
1.	Deposits	- Contents: It should contain the following particulars as specified in rules: - · Name, Address, PAN of depositor(s) · In case of Minor- Guardian’s particulars · Nominee Particulars · Deposit Receipt Number · Date and amount of deposit · Duration and repayment date · Rate of Interest · Due date for payment of interest · mandate and instructions for payment of interest and for non-deduction of tax at source, if any; · date or dates of interest payment · details of security or charge created for repayment · any other relevant particulars - Place of Keeping Register: Registered Office of the Company - Time Period for making entries: Within 7 days from the date of issuance of Receipt - Authentication: Director/ Company Secretary/ Other Person authorised by Board - Preservation Period: 8 years from the financial year in which latest entry is made in the register
2.	Charges	- Contents: - It should contain the following details as specified in Form CHG-7 · W.r.t CREATION: Charge ID, Date of Creation or date of acquisition of property subject to charge, Date of Registration of creation of charge, Description of Property charged, Period & Amount secured by charge, Names and addresses of Charge holder, Terms and conditions of charge; Description of instrument creating charge; Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) · W.r.t MODIFICATION: Date of Modification, Date of Registration of modification of charge, Particulars of modification, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) · W.r.t SATISFACTION: Date of Satisfaction, Date of Registration of satisfaction of charge, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) - Place of Keeping Register: Registered Office of the Company - Time Period for making entries: Forthwith after Creation, Modification or satisfaction of charge as the case may be - Authentication: Director/ Company Secretary/ Other Person authorised by Board - Preservation Period: Permanently - Right of Inspection: During business hours o Members/ Creditors – Free of Charge o Others- On payment of such fees and subject to restrictions as may be imposed by Articles of the Company
3.	Members	- Contents: It should contain the following details as specified in Form MGT-1: - IN CASE OF COMPANY LIMITED BY SHARES: · W.r.t SHARES: Class of shares, Nominal value per share, Total number of shares; · W.r.t PERSONAL DETAILS OF MEMBER: Name, Name of joint holder (if any); Address; E-mail Id; CIN/ Registration No.; Unique identification number; Father’s/ Mother’s/ Spouse’s Name; Status; Occupation; Nationality; In case of minor- Name of guardian and Date of Birth of minor; · DETAILS OF MEMBERSHIP: Date of becoming member; Declaration in Respect of Beneficial Interest in any Share (if any); Name and address of beneficial owner; date of receipt of nomination(if applicable); Name and address of nominee; Shares kept in abeyance (if applicable); lien on shares (if applicable); Date of cessation of membership; · INSTRUCTIONS: Particulars of dividend mandates, power of attorney and other instructions, if any; Instruction for sending notices etc., if any; · DETAILS OF SHAREHOLDING: Allotment No./ Transfer No.; Date of allotment/ transfer; No. of shares allotted/ transferred; Distinctive Numbers; Folio No. & Name of transferor (if applicable); Date of issue or endorsement of share certificate; Certificate No. ; Lock-in period (if any); Amount- Payable/paid/deemed to be paid/ due; Particulars if shares are issued for consideration other than cash; Number of shares and date of transfer/ transmission/ forfeiture/ redemption; Distinctive Number; Name & Folio No. of transferee; Balance shares; Remarks and Signature; - IN CASE OF COMPANY LIMITED BY GUARANTEE: Apart from personal details of members, instructions as mentioned above; the details such as date of becoming member; date of cessation; amount of guarantee and any other interest if any; - Index of Register: If number of members exceeds fifty - Place of Keeping Register: o Registered office o If Special Resolution is passed then it can be kept at any other place: - within same city, town, village where registered office is situated or - any other place in India- where 1/10th of total number of members reside - Time Period for making entries in register and index (if applicable): 7 days after Board/ Committee approval w.r.t allotment, transfer - Authentication: Company Secretary/ Other Person authorised by Board - Inspection/ Copies: o Free for members- during business hours- atleast for 2 hours o Other Person- Payment of such fees as prescribed in AOA not exceeding Rs. 50/- for each inspection o In case of if member requires copy of such register/ entry- Payment of such fees as prescribed in AOA not exceeding Rs. 10/- for each page; - Custody: Company Secretary/ Other Person authorised by Board - Preservation Period: Permanently - Penalty: On Company: Rupees Three Lakhs, On every Officer in default: Rupees Fifty Thousand
4.	Directors and Key Managerial Personnel and their Shareholding	- Contents: It should contain the following particulars as specified in rules: - - DETAILS OF DIRECTOR AND KEY MANAGERIAL PERSONNEL: Personal Details like DIN, name, surname, former name if any, father’s name, mother’s name, spouse name (if married), date of birth, residential address, nationality, occupation; Other details like Date of Board Resolution in which appointment was made, Date of appointment and reappointment; date of cessation and reasons; whether such office is held or relinquished in any other body corporate; Membership no. of ICSI in case of CS if applicable; PAN of KMP if not having DIN · DETAILS OF SECURITIES: Securities held by Directors or KMP in Company, its holding, subsidiary, associate, subsidiary of Company’s holding containing details of securities such as name, description and nominal value; date of acquisition, price or other consideration paid; date of disposal and price and other consideration received; cumulative balance and number of securities held after each transaction, mode of acquisition, mode of holding, whether such securities have been pledged or encumbered - Place of Keeping Register: Registered Office of the Company; - Preservation Period: Permanently
5.	Contracts or Arrangements in Which Directors are Interested	- Contents: It should contain the following details as specified in Form MBP-4: · Part A: DISCLOSURE OF RELATED PARTY TRANSACTIONS: Date of contract/ arrangement; Name of party with which contract is entered; Relation with director/ company/ nature of concern or interest; Principal terms and conditions; whether the transaction is at arm’s length basis; Date of Board Approval along with details of voting on such resolution; Date of next Board Meeting in which register was placed for signature; Reference of sub-section of section 188 under which such transaction falls; Amount, date of shareholders’ approval, if any, Signature and Remarks. · Part B: DISCLOSURE OF INTEREST OF DIRECTORS: Names of the Companies/bodies corporate/ firms/ association of individuals; Name of Interested Director; Nature of Interest or Concern; Change in interest or concern; Shareholding, Date on which interest or concern arose/changed. - Place of Keeping Register: Registered Office of the Company - Time Period for making entries: On receipt of necessary information/ whenever there is cause to make entry; The entries should be made in chronological order - Custody: Company Secretary/ Other Person authorised by Board - Authentication: Company Secretary/ Other Person authorised by Board - Preservation Period: Permanently - Penalty: Every Director in default- Rupees Twenty-Five Thousand
6.	Loans, guarantee, security and acquisition made by the company	- Contents: It should contain the following details as specified in Form MBP-2: · DETAILS W.R.T LOANS/GUARANTEE/SECURITIES/ ACQUISITIONS: Nature of transaction; Date; Name and address of person/ body corporate to whom it is made or given or whose securities have been acquired; Amount; Time Period; Purpose; Percentage of such transaction as to paid up capital, free reserves and securities premium and percentage of free reserves and securities premium; Date of Board Resolution, Date of Special resolution (if required); · ADDITIONAL DETAILS IN CASE OF LOANS - rate of interest, date of maturity; · ADDITIONAL DETAILS IN CASE OF ACQUISITION: - number and kind of securities, nominal and paid up value, cost of acquisition, date of selling investment, selling price, signature and remarks - Place of Keeping Register: Registered Office of the Company - Time Period for making entries: Chronologically within seven days of making such loan or giving guarantee or providing security or making acquisition. - Custody: - Company Secretary/ Other Person authorised by Board - Authentication: Company Secretary/ Other Person authorised by Board - Preservation Period: Permanently - Inspection: Free for members and Extracts may be furnished to member on payment of fees as prescribed in AOA which shall not exceed Rs. 10/- per page - Penalty: Company- Minimum Twenty-Five Thousand which may extend to Rupees Five Lakhs; Every Officer in Default- Imprisonment upto 2 years and fine Minimum Twenty-Five Thousand which may extend to Rupees One Lakh

Minutes (Provisions as per Companies Act 2013 Read with Secretarial Standards): -

Maintenance: -

It shall be maintained in minutes book and separate Minute Book must be maintained for each category of meeting;

Pages of minutes shall be consecutively numbered;
It shall not be pasted or attached in Minutes Book or tampered with in any manner;
Minutes book if maintained in loose leaf, then it shall be bound periodically depending on size, volume, coinciding with one or more financial years;

Place of Maintenance: -

Registered Office

Mode of Maintenance:

Physical or
Electronic mode with time stamp

Contents: -

It shall state the serial number, type of meeting, day, date, time and venue;
Name of Directors, Company Secretary, Invitees present;
Mode of presence of director- physical/electronic;
Record presence of quorum;
Leave of absence; if any
Noting of Preceding Meetings; Meetings of Committee; Resolutions passed by circulation; including dissent or abstention if any;
Directors particularly Independent Directors views;
Fact of dissent; Name of Directors who dissented from resolution or abstained from voting;
Meeting Commencement and Conclusion time;

Recordings:

It shall be written in third person and past tense; however, the resolutions be written in present tense;
The proceedings of the Meetings shall be recorded by Company Secretary; In case there is no Company Secretary- Person Authorised by board/ Chairman;
Chairman has absolute discretion to exclude from Minutes if such matter is reasonably regarded as defamatory of any person/ irrelevant/ immaterial/ detrimental to interests of Company;

Circulation of minutes: -

Draft minutes shall be circulated to all the directors within 7 days of conclusion of meeting by hand or speed post or by registered post or by courier or by email or any other recognized electronic means;
Proof of sending draft minutes must be maintained and preserved for such period as may be decided by the Board which shall not be less than 3 years from the date of meeting;
Comments on Draft Minutes shall be communicated by Directors within 7 days from the date of circulation;

Date of entry: -

Time for entry in Minutes Book- Within 30 days from the date of conclusion of Meeting;
Date of Entry of Minutes shall be recorded in Minutes Book
- By Company Secretary;
- In case there is no Company Secretary- Any other Person duly authorised by the Board or Chairman

Signing of minutes: -

Minutes of Previous Meeting may be signed either by the Chairman of that Meeting at any time before the next meeting or by Chairman of next Meeting at next Meeting;
Each page of the Minutes shall be initialed by the Chairman and last page shall be signed by the Chairman mentioning the date on which and place where he has signed the Minutes, if the Minutes are maintained electronically by the Company the same should be digitally signed by the Chairman
Blank space between the Conclusion of Minutes and Signature shall be scored out by Chairman;
Copy of Signed Minutes certified by Company Secretary and in case there is no Company Secretary by any Director authorised by board shall be circulated to all directors within 15 days from the date of signing of minutes;

Preservation Period: -

Permanently

Custody

Company Secretary;
In case there is no Company Secretary- Any Director duly authorised by the Board or Chairman.

Penalty: -

Section 118 (11)- For Non – Maintenance: -
On Company- Rupees Twenty-Five Thousand;
On Officer in Default- Rupees Five Thousand
Section 118 (12) – If person is found guilty of tampering the minutes, he shall be punishable with: -
Imprisonment – Upto Two Years and
Fine- Minimum Rupees Twenty-Five Thousand which may extend to Rupees One Lakh

Role Of Secretarial Standards: -

Section 118 (10) mandates Companies to observe Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2)
Impact of Adoption of Secretarial Standards: -
Better Corporate Governance
Uniform Practices
Protecting Individual Directors
Prevention of oppression and mismanagement
Better monitoring of Compliances
Builds Investors’ confidence
Provides clarity where the law is not clear/ silent

FAQ’S: -

Q1.What are the provisions for signing Statutory Registers to be placed at Board Meeting if the same is conducted through Video Conferencing Mode?

Ans: Statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode if they have given their consent to this effect and the same is so recorded in the minutes of the meeting.

Q2.What are the provisions for maintenance of documents in Electronic Form?

Ans: As per Rule 27 of the Companies (Management and Administration) Rules, 2014, Every Listed Company and a company having not less than 1000 shareholders, debenture holders and other security holders may maintain its records as required to be maintained under the Act /Rules in electronic form. The records in electronic form shall be maintained in the same formats as per the requirements of the Act.

Q3. To which Companies are Secretarial Standards (SS1 & SS2) applicable?

Ans:

The Secretarial Standard (SS1) is applicable to all Companies incorporated under the Act except One Person Company having one director and Section 8 Company.
The Secretarial Standard (SS2) is applicable to all Companies incorporated under the Act except One Person Company and Section 8 Company.

Q4. Can Minutes of the Meeting be altered once it is entered in Minutes Book?

Ans:

r.t Board Meetings:- As per SS-1 (7.5.3) Minutes entered in Minutes Book shall not be altered except by way of express approval of Board at its subsequent meeting at which minutes are noted by the Board and the facts of such alteration shall be recorded in Minutes of subsequent Meeting
r.t General Meetings: - As per SS-2 (17.4.3) Minutes, once entered in the Minutes Book, shall not be altered.

Q5. Who can inspect Board Meeting Minutes: -

Ans:

Director is entitled to inspect the Minutes of a Meeting held before the period of his Directorship.
Director is entitled to inspect the Minutes of the Meetings held during the period of his Directorship, even after he ceases to be a Director.
Company Secretary in Practice, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor as he may consider necessary for performance of his duties
A member is not entitled to inspect Board Meeting Minutes

Role of Compliance Calendar LLP: -

Every Company is required to maintain Statutory Registers and Minutes as per provisions of Companies Act, 2013 and non- maintenance of the same attracts penalties. It is essential for the Company to keep such records up to date, in a systematic manner and preserve such records as per the statutory requirements. Requisite knowledge of provisions of Companies Act is required for updation and maintenance of such records. Team Compliance Calendar LLP consists of experienced and skilled professionals who can assist & guide you in maintaining such records in a systematic and timely manner. You can reach out to us at info@ccoffice.in or 9988424211