24/5/2014 REGISTERS TO BE MAINTAINED UNDER COMPANIES ACT 2013 By P C Agrawal, B.Com., LL.B., CAIIB, FCS cs.pcagrawal@gmail.com Chap III 42(9) 14(3) PAS-5 Register of private Not placement offers specified IV 46 6(3) SH.2 Register of Renewed & Duplicate Share Certificates IV 54 8(14) SH.3 Register of Sweat Equity shares IV 62(1) 12(10) SH.6 Register of (b) Employees Stock Options where the Register of Members is kept) as the Board may decide). If a company makes an offer or accepts monies in contravention of 42, the company, its promoters and directors shall be liable for penalty which may extend to the amount involved in the offer or invitation or Rs.2 crores, whichever is higher, and the company shall also refund all monies to subscribers within a of 30 days of the order imposing the penalty. [ 42(10)] If any provision of the Act or the rules made thereunder is contravened for which no penalty or punishment is provided elsewhere in the Act, the company and every r of the company who is in default or such other person shall be punishable with fine which may extend to Rs.10,000 and where the contravention is continuing one, with a further fine which may extend to Rs.1,000 for every day after the first during which the contravention continues. ( 450) Page 1 of 7
IV 68(9) 17 SH.10 Register of shares or securities bought back V 73, 76 14(1) - Register of deposits If a company makes any default in complying with the provisions of 68, the company shall be punishable with fine which shall not be less than Rs.1 lac but which may extend to Rs.3 lacs and every r of the company who is in default shall be punishable with imprisonment for a term which may extend to 3 years or with fine which shall not be less than Rs.1 lac but which may extend to Rs.3 lacs, or with both. [ 68(11)] For not less If any provision of the Act or the rules made than 8 years thereunder is contravened for which no from the penalty or punishment is provided elsewhere financial year in the Act, the company and every r of in which the the company who is in default or such other latest entry is person shall be punishable with fine which made in the may extend to Rs.10,000 and where the register. contravention is continuing one, with a further fine which may extend to Rs.1,000 for every day after the first during which the contravention continues. ( 450) VI 85, 86 10 CHG.7 Register of charges By any member or creditor without any fee; or by any other person on payment of fee subject to such reasonable restric- (Instrument creating or modifying the charge to be If the company or any other person contravenes any provisions of the Companies (Acceptance of Deposits) Rules 2014 for which no punishment is provided in the Act, the company and every r of the company who is in default shall be punishable with fine which may extend to Rs.5,000 and where the contravention is continuing one, with a further fine which may extend to Rs.500 for every day after the first day during which the contravention continues. [Rule 21] If any company contravenes any provision of Chapter VI, the company shall be punishable with fine which shall not be less than Rs.1 lac but which may extend to Rs.10 lacs and every r of the company who is in Page 2 of 7
VII 88 3(1), 5, 6 VII 88 3(2), 5, 6 MGT.1 Register of members of a company limited by shares (with index of names if no. of members is not less than 50.) - Register of members of a company not having share capital (with index of names if no. of members is not less than 50) VII 88 4, 5, 6 MGT.2 Register of debenture-holders with index of names VII 88 4, 5, 6 MGT.2 Register of other security holders with index of names VII 88 - - Record of beneficial owner VII 88 7 Same form as in India Foreign Register (of members, debenture-holders, other security holders or beneficial owners residing outside India) (unless special resolution is passed for keeping the register at any within the city, town or village in which the registered is situated or any other place in India in which more than onetenth of the total members entered in the register of members reside.) In any country outside India (if so authorized by Articles). Duplicate register of tions as may be imposed by articles. Rule 14: By any member, debenture-holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the Articles but not exceeding Rs.50 for each inspection. Rule 16: Copy to be furnished to any member, debentureholder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in Articles, but not exceeding Rs.10 for each page within 7 days of date of deposit of fee to the company. preserved for 8 years from the date of satisfaction of charge.) [Rule 15(1)] 8 years from the date of redemption of debentures or securities [Rule 15(2)] [Rule 15(1)] default shall be punishable with imprisonment for a term which may extend to 6 months or with fine which shall not be less than Rs.25,000 but which may extend to Rs.1 lac or with both. ( 86) If a company does not maintain the register or fails to maintain in accordance with the provisions of 88(1)/(2), the company and every r of the company who is in default shall be punishable with fine which shall not be less than Rs.50,000 but which may extend to Rs.3 lacs and where the failure is continuing one, with a further fine which may extend to Rs.1,000 for every day after the first during which failure continues. [ 88(5)] Page 3 of 7
VII 118 Exposure draft of SS-1* foreign register to be kept at registered. - Attendance Register of Meetings of the Board and Committees as may be Article approved by 65 of the Board) Table F of Schedule-I VII 118 21(1)(a) - Attendance register of general meeting VII 21(1)(a) Not open for inspection At least for 8 years (can be destroyed thereafter with the approval of Board) Scrutiniser Register of Proxies If any default is made in complying with the provisions of 118 in respect of any meeting, the company shall be liable to a penalty of Rs.25,000 and every r of the company who is in default shall be liable to a penalty of Rs.5,000. [Sec.118(11)] If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to 2 years and with fine which shall not be less than Rs.25,000 but which may extend to Rs.1 lac. [Sec.118(12)]. Para 7.9 of Exposur e Draft of SS-2* VII 118 25 Expo- Sure draft of SS-1* - Minute books (of Board & Committee meetings) At registered place as Board may decide) [Rule 25(1)(f)] Can be inspected by: - a director (for meeting held during the of his directorship even after he ceases to be a director) - Practising CS appointed by the company - Secretarial auditor - Statutory auditor - Officers of Registrar of Companies - Other government or If inspection under Sec.119(1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein, the company shall be liable to a penalty of Rs.25,000 and every r of the company who is in default shall be liable to a penalty of Rs.5,000 for each such refusal or default, as the case may be. [Sec.119(3)] Page 4 of 7
regulatory bodies if so authorized by the Act VII 118, 119 25 - Books containing minutes of proceedings of general meeting of a class of shareholders or creditors or of a resolution passed by postal ballot as may be approved by the Board) [Rule 25(1)(e)] However, member of company is not entitled to inspect. (Para 7.7 of Exposure Draft of SS-1*) Any member without charge, subject to such reasonable restriction as the company may by Articles or in general meeting, impose, so however, that not less than 2 hours in each business day are allowed for inspection. [Sec.119(1)] Copy to be provided to the member on payment of fee specified in the Articles subject to maximum of Rs.10 for each page or part thereof. However, soft copy of minutes of meeting held during immediately preceding 3 financial years to be supplied free of cost. (Rule 26) Minutes of meetings of transferor company as handed over to the transferee company should also be preserved permanently (Para 25.3 of Exposure Draft of SS- 2*) Following can also inspect minutes: - Practising CS appointed by the company - Secretarial auditor Page 5 of 7
- Statutory auditor - Officers of ROC - Other government or regulatory bodies during course of inspection (Para 24 of Exposure Draft of SS-2*) XI 170, 171, 172 XII 186 (9)/ (10) XII 187 (3) 17 XI Register of Directors & KMPs and their shareholding 12 XII Register of loans & investments 14 MBP.3 Register of company s investments held in demat form Office. During business hours and members shall have a right to take extract therefrom & copies to be provided within 30 days. Also open for inspection at every AGM and shall be made accessible to any person attending the meeting. (Sec.171) Open to inspection. Extracts may be taken by any member and copies may be furnished to any member on payment of fee specified in Articles, not exceeding Rs.10 for each page. Any member or debenture-holder without any charge during business hours subject to reasonable restriction as may be If any inspection under 171(1)(a) is refused or if a copy required is not sent within 30 days, the Registrar shall on application order immediate inspection and supply of copies required. [Sec.171(2)] If a company contravenes any of the provisions of the Chapter for which no specific punishment is provided, the company and every r of the company who is in default shall be punishable with fine which shall not be less than Rs.50,000 but which may extend to Rs.5 lacs. (Sec.172) If a company contravenes provisions of Sec.186, it shall be punishable with fine which shall not be less than Rs.25,000 but which may extend to Rs.5 lacs and every r of the company who is in default shall be punishable with imprisonment for a term which may extend to 2 years and with fine which shall not be less than Rs.25,000 but which may extend to Rs.1 lac. [ 186(13)] If a company contravenes provisions of Sec.187, it shall be punishable with fine which shall not be less than Rs.25,000 but which may extend to Rs.25 lacs and every r of the company who is in default shall be punishable with imprisonment for a Page 6 of 7
XII 189 (1)/ (4) 16 MBP.4 Register of contracts or arrangements in which directors are interested specified in Articles or in general meeting. Open for inspection during business hours and extracts may be taken and copies may be required by any member [Sec.189(3)] Copy to be provided within 7 days on payment of fee specified in Articles not exceeding Rs.10 per page. [Rule 16(4)]. term which may extend to 6 months or with fine which shall not be less than Rs.25,000 but which may extend to Rs.1 lac or with both. [ 187(4)] Every director who fails to comply with the provisions of 189 and rules made thereunder shall be liable to a penalty of Rs.25,000. [Sec.189(6)]. Register shall also be produced at the commencement of every AGM and shall remain open and accessible during continuance of the meeting to any person having the right to attend the meeting. [Sec.189(4)] Notes: 1) *Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) will be mandatory only after the same are approved by ICSI and Central Government and notified under 118(10) of the Act. 2) As per 120 of the Act, read with Companies (Management & Administration) Rules 2014 any document, record, register, minutes etc. required by a company or allowed to be inspected or copies to be given to any person by a company under the Act, may be kept or inspected or copies given, as the case may be, in electronic form. *** Page 7 of 7