What records are mandatory to be maintained?  

Register of members in format MGT-1

• The register is maintained per Section 88(1) and Rule 3, in MGT-1

• These registers are kept at the Registered Office of the Company or any other location where 1/10 of the member reside by way of passing a Special Resolution of its members.

• A Company Secretary (CS) or the Authorised person (if there is no CS) shall get the authentication in the register for the entries made in the next Board meeting.

• The register can be inspected by its member for free, while a nominal fee is charged for any other person who wants to inspect the register.

• The penalty for non-maintenance of register of members is huge, duly imposed on the Company & every officer in default amounting to minimum INR 50,000 and maximum INR 3 lakhs. In addition, INR 1000 per day if the default continues.

In addition, as applicable per the nature of the Company, the below is to be maintained where the inspection, penalty, authentication of entries and place of keeping the register is similar to that stated above for register of members under format MGT-1.

• register of Debenture-holders in format MGT-2,
• index of members and debenture-holders,
• foreign registers for members, debenture-holder, or beneficial owners residing outside India

Register of Directors and KMP

The register is to be maintained under Section 170 and Rule 17 for the Directors and Key Managerial Personnel (KMP) and their Shareholding depicting the details of Directors such as Name, DIN, Address, PAN, Date of appointment per the Board resolution etc and their shareholding in the Company itself, and directorship and shareholding other Associate, Subsidiary Companies etc at the Registered office of the Company.

The register can be inspected during business hours and is accessible and open for inspection at the Annual General Meeting (AGM) of the Company. The non-maintenance may attract penalty on the Company and the Officer in default minimum INR 50,000 and maximum amounting to INR 5 lakhs.

Register of Charges in format CHG-7

The register is to be maintained under Section 85 in format CHG-7 at the registered office of the Company. The entries made are authenticated in the next Board meetings by CS/ or any authorised person. The inspection can be done within business hours and for penalty for non-maintenance is the rules and Act is silent.

Register of Loan and Guarantee in format MBP-2

The register is to be maintained under Section 186(9) and Rule 12 in format MBP-2 for the loans and guarantee given, acquisitions and securities, in chronologically manner, kept at the registered office of the Company. The inspection can be done within business hours and members can take extracts or copies on request without any fee.

Non-maintenance would impose penalty on company minimum INR 25,000 and maximum of INR 5 Lakhs. In addition, Officers in default can be imprisoned up to 2 years with or without a fee amount of minimum INR 25,000 and maximum INR 1 lakhs.

Register of Investments of Company not held in its own name in MBP-3

The register is to be maintained under Section 187 and Rule 12 in format MBP-3, where the register of investments entries is made chronologically but not held in the name of Company at the registered office. The inspection can be done within business hours by members and debenture holders and as stated per Articles of Association.

The penalty for non-maintenance is minimum amount of INR 25,000 and maximum of INR 25 Lakhs on the company. In addition, for Officers in default can be imprisonment up to 6 months with or without a fee minimum INR 25,000 and maximum INR 1 lakhs.

Thus, there are various other registers which are to be maintained mandatory by the Companies in order to comply with the rules and regulations of the Companies Act, 2013. Below are some highlighted for reference.

• Register of Renewed & duplicate share certificates in format SH-2
• Register of Sweat Equity Shares per format SH-3
• Register of Employee Stock Option (ESOP)
• Register of Securities brought back (buy-back) in format SH-10
• Register of Deposits
• Register of Contracts and arrangements where Directors are interested having Part A: Directors Disclosure of Interest and Part B: Disclosure of Related Party Transaction

What Are Statutory Registers?

Statutory registers are official records that a company is legally required to maintain under the Companies Act. They serve as a comprehensive repository of information about various aspects of the company, including its structure, shareholders, directors, and more. The primary purpose of these registers is to provide transparency and accountability in a company's operations.

Key Statutory Registers Required by Law

1. Register of Members: This register contains details of all shareholders, including their names, addresses, and shareholding. It is essential for maintaining accurate records of ownership.

2. Register of Directors and Key Managerial Personnel (KMP): This register lists all directors and KMP, along with their particulars. It ensures that the company adheres to governance standards.

3. Register of Charges: This register records all charges or mortgages on the company’s assets, providing creditors with information regarding the company’s financial obligations.

4. Register of Investments: This document details the company’s investments in other entities, promoting transparency in financial dealings.

5. Register of Contracts: This register maintains a record of contracts entered into by the company, especially those involving directors or related parties.

6. Register of Secured Debentures: If the company issues debentures, this register tracks details about the holders and the terms associated with the debentures.

Importance of Statutory Registers

• Legal Compliance: Maintaining statutory registers ensures that a company complies with the Companies Act and other relevant laws. Failure to maintain these registers can lead to penalties and legal issues.

• Transparency and Accountability: Statutory registers enhance transparency in the company’s operations, making it easier for stakeholders to access important information about ownership, management, and financial commitments.

• Facilitation of Corporate Governance: These registers are vital for good corporate governance, ensuring that the company is run in a fair and accountable manner.

What Are Minutes?

Minutes are the official written record of the proceedings and decisions made during meetings of the company’s board of directors or general meetings of shareholders. They serve as a formal account of discussions, decisions, and resolutions passed.

Key Components of Minutes

1. Date and Time: The date and time of the meeting should be recorded accurately.

2. Attendees: A list of attendees, including those present and absent, is crucial for accountability.

3. Agenda: The agenda items discussed during the meeting should be clearly listed.

4. Discussions and Decisions: A summary of discussions held on each agenda item and the decisions made should be included.

5. Resolutions Passed: Any resolutions passed during the meeting should be recorded verbatim, along with the voting outcome.

6. Signature: The minutes should be signed by the chairperson of the meeting, signifying their accuracy and authenticity.

Importance of Minutes

• Legal Evidence: Minutes serve as legal evidence of decisions made and actions taken by the company. They are crucial during audits and inspections.

• Corporate Governance: Properly maintained minutes reflect good corporate governance practices and demonstrate accountability.

• Reference for Future Meetings: Minutes provide a historical record that can be referred to in future meetings, ensuring continuity and informed decision-making.

Compliance Requirements

Under the Companies Act, companies must maintain statutory registers and minutes at their registered office. They should be updated regularly and must be made available for inspection by authorized parties, including shareholders and regulatory authorities.

Penalties for Non-Compliance

Failure to maintain statutory registers or accurate minutes can result in significant penalties. Companies may face fines, and directors could be held liable for not adhering to compliance requirements. Thus, it is crucial for organizations to ensure these records are up-to-date and accurate.

How Can Compliance Calendar LLP Help?

Managing statutory registers and minutes can be a daunting task, especially for small and medium enterprises. Compliance Calendar LLP offers expert assistance in ensuring that your company meets all legal requirements related to statutory registers and minutes. Here’s how we can help:

1. Expert Guidance: Our team of professionals provides detailed guidance on maintaining statutory registers, ensuring compliance with the latest legal requirements.

2. Documentation Services: We assist in the preparation and maintenance of statutory registers and minutes, ensuring they are accurately recorded and easily accessible.

3. Regular Updates: Compliance Calendar LLP ensures that your registers and minutes are regularly updated to reflect any changes in the company structure or decisions made during meetings.

4. Audit Preparation: Our services include preparing your records for audits, ensuring that all necessary documentation is in place and compliant with regulatory standards.

5. Training and Support: We offer training sessions for your staff to familiarize them with the importance of statutory registers and the correct procedures for maintaining minutes.

6. Peace of Mind: With Compliance Calendar LLP managing your statutory registers and minutes, you can focus on your core business activities, knowing that your compliance requirements are in expert hands.