Statutory Registers under the Companies Act 2013

The Companies Act, 2013 mandates for every company to proper upkeep of the statuary registers, such as book of accounts, financial statements, register of members etc and to keep these at their registered office. The Act also requires companies to unveil and explain all the transactions which have affected the company or its branches in any way. Registers enclosing such transactions should be kept on an accrual basis. Statutory registers are documents having critical information about the company relating to its directors, members, key management personnel, charges etc. In case of non-compliance in this regard, this can lead to penalties to the defaulting companies.

The following are Statutory Registers:

  • Register of Members (MGT-1);
  • Index of Members & Debenture-Holders;
  • Register and Index of Beneficial Owner;
  • Register of Directors and KMP and their shareholding;
  • Register concerning the contracts and arrangements in which company’s director(s) have keen interest (MBP-4);
  • Debenture holders’ register (MGT-2);
  • Register of duplicate or renewed share certificates (SH-2);
  • Register of Sweat Equity Shares (SH-3);
  • Register of charge (CHG-7);
  • Register of shares & other securities buyback by the company (SH-10);
  • Register of loan/security/guarantee/or securities’ acquisition (MBP-2);
  • Register concerning the company’s register not held in its name (MBP-3);
  • Register of ESOP;
  • Register of Securities Bough Back;
  • Foreign Registers (MGT-3);
  • Register of Deposits;
  • Registers of Investments of the company not held in its own name;
  • Register of Members (MGT-1)

Section 88, Sub Sec. 1 & Rule 3 provides for upkeeping it in MGT-1 format.

Statutory Registers are to be kept at registered office of the company or at any place other than registered office where one tenth of the member resides by passing a special resolution. The entries made in this register shall be authenticated in the next board meeting of the company by CS or by authorised Director/authorised Person, where there is no CS. This register can be inspected by the members of the company without fee or by any other person with payment of fee of not more than Rs. 50 per inspection. In case of non-maintenance, it may attract the penalty on the company and every officer in default of not less than Rupees Fifty Thousands which may extend to Rupees Three Lakhs. In case of default continues then Rupees One Thousand per day till the default continues.

The following registers related to members should be maintained.

  • Registers of members having equity shares;
  • Registers of members having preference shares;
  • Register concerning the debenture holders;
  • Register concerning the security holders;
  • Every company not having share capital shall contain following particulars in respect of each member in the register of members:
  • Personal Details:
  • Name of member;
  • Address (registered office address in case of body corporate);
  • E-mail;
  • PAN or Corporate identity Number (CIN);
  • Unique Identification Number (Aadhar Number), if any;
  • Name of Father/Mother/spouse;
  • Occupation;
  • Status;
  • Nationality;
  • Name of Guardian and date of birth (in case of minor);
  • Name and Address of Nominee;

(b) Date of becoming Member;

(c) Date of cessation;

(d) Amount of Guarantee, if any;

(e)  Any other interest, if any;

(f) Instruction given by member with regard to sending of notices etc u/r 3(2);

This rule was commenced on 1st day of April 2014, hence companies had to comply this required on or before 30th September 2014 within six month of the commencement of this rule.

FORMAT OF MGT – 1 having below details

For each class of shares, separate register of members shall be maintained. It should contain the following details:

  • Name of the company;
  • Registered Office Address;
  • Folio Number of Member;