Register to be Maintained under Companies Act, 2013: Register of sweat equity shares.( Section 54 and Rule 8(14)of Companies) [Share Capital and Debentures Rules,2014] Register of Employee Stock Options. [Section 162(1)(b) Rule 12 of Companies(Share Capital and Debentures) Rules,2014] Register of securities bought back. [Section 68(9) and Rule 17(12) of companies (Share Capital and Debenture) Rules, 2014] Register of deposits. [Section 73 and Rule 14 Companies (Acceptance of Deposits) Rules,2014] Register of charges. [Section 85 and Rule 7 of Companies (Registration of Charges) Rules2014] Register of members. [Section 88(1)(a) and Rule 3 of Companies(Management and Administration) Rules, 2014 Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies (Management and Administration) Rules, 2014] Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies (Management and Administration) Rules, 2014] Foreign register. [Section 88 (4) and Rule 7 of Companies (Management and Administration) Rules, 2014]. Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies (Share Capital and Debentures) Rules,2014] Register of Significant beneficial owners in a company. (Section 90 of Companies Act). Register of Postal Ballot. [Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014] Books containing minutes of General Meeting and of Board and of Committees of Directors. [Section 118] Register of Directors/ Key Managerial Personnel. [Section170(1)] Register of investments in securities not held in company’s name. [Section 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules,2014] Register of loans, guarantees given and security provided or making acquisition of securities (Section186(9) and Rule 12 Companies (Meetings of Boards and its Powers) Rules2014 Register of contracts with companies/firms in which directors are interested. [Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers) Rules,2014]

1. Lesson 11: Registers and Records
Register to be Maintained under Companies Act, 2013:
Books, registers and copies of returns, documents etc are kept at its registered office, these
books are known as Statutory Books.
For all Register except where stated the below shall apply :
1. The register shall be kept at the registered office of the company and the register shall
be preserved permanently and shall be kept in the custody of the company secretary of the
company or any other person authorised by the Board for the purpose
2. The entries in the register (either annual or electronic) shall be authenticated by the CS of
the company or by any other person authorised by the Board for the purpose.
3. A register can be maintained either manually or in electronic mode.
4. The extract from the register may be furnished to any member of the company on
payment of fee as may be prescribed in the Articles of the company which shall not exceed
ten rupees for each page
•Register of sweat equity shares.( Section 54 and Rule 8(14)of Companies) [Share Capital
and Debentures Rules,2014]
A Register of Sweat Equity Shares to be maintained by the company in Form No. SH-3 and enter
therein the particulars issued under section 54.
- date of the special resolution authorizing the issue of sweat equity shares
- date of Board resolution for allotment
- name of the allottee
- status of the allottee ie whether director or employee
- folio number/certificate number
- reference to entry in register of members
- date of issue of such shares, number of shares issued, face value of the share, price at which the
shares are issued, consideration paid, if any, by the employee/director
- particulars of consideration other than cash, the lock-in period of these shares and the date of
expiry thereof.
Members can inspect the register without payment of any fee. Copies of the register can be
demanded by any person who inspects the register.
• Register of Employee Stock Options. [Section 162(1)(b) Rule 12 of
Companies(Share Capital and Debentures) Rules,2014]
Maintain a Register of Employee Stock Options in Form No. SH.6 under clause (b) of sub-section
(1) of section 62.
•
• Register of securities bought back. [Section 68(9) and Rule 17(12) of companies
(Share Capital and Debenture) Rules, 2014]
• Maintain a register of the shares or securities bought, the consideration paid and the date of
cancellation/extinguishing/physically destroying of shares or securities.
• Maintain a register in Form No. SH-10.
•
• Register of deposits. [Section 73 and Rule 14 Companies (Acceptance of Deposits)
Rules,2014](a) Name, address and PAN of the depositor/s;
Every company other than a banking company which accepts any deposits should maintain year-
wise one or more separate registers for deposits accepted/renewed with below entry

2. (a) Name, address and PAN of the depositor/s;
(b) Particulars of guardian, in case of a minor;
(c) Particulars of the nominee;
(d) Deposit receipt number;
(e) Date and amount of each deposit;
(f) Duration of the deposit and the date on which each deposit is repayable;
(g) Rate of interest or such deposits to be payable to the depositor;
(h) Due date(s) for payment of interest;
(i) Mandate and instructions for payment of interest and for non-deduction of tax at source, if
any;
(j) Date or dates on which payment of interest will be made;
(k) Details of deposit insurance including extent of deposit insurance;
(l) Particulars of security or charge created for repayment of deposits;
(m) Any other relevant particulars;
(n) deposit receipt number-wise
(o) Entries in the register to be made within 7 days from the date of issuance of the deposit
receipt
(p) The register is not open for inspection.
(q). The register or registers shall be preserved for a period of not less than 8 years from the
financial year in which the latest entry is made in the register.
• Register of charges. [Section 85 and Rule 7 of Companies (Registration of Charges)
Rules2014]
• Register of charges shall be maintained in Form No. CHG-7 .
• The register of charges shall be preserved permanently and the instrument creating a charge or
modification thereon shall be preserved for a period of 8 years from the date of satisfaction of
charge by the company.
• Copy of the instrument creating charge to be kept at the registered office of the company along
with the register of charges.
• The register of charges and instrument of charges, shall be opened by any member or creditor
without any payment of fees; or by any other person on payment of prescribed fees
• Register of members. [Section 88(1)(a) and Rule 3 of Companies(Management and
Administration) Rules, 2014
• Maintain a register of its members residing in or outside India in Form No.MGT-1.
(a) name of the member; address (registered office address in case the member is a body
corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if
any; Father’s/Mother’s/Spouse’s name; Occupation; Status; Nationality; in case member is a minor,
name of the guardian and the date of birth of the member; 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; and
(f) instructions, if any, given by the member with regard to sending of notices, etc:
The register of members shall be preserved permanently and shall be kept
custody of the company secretary

3. •
• Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies
(Management and Administration) Rules, 2014]
•
• Register of debenture holders or security holders, in Form No.MGT-2.
- name,
- father’s /husband’s name;
- address and occupation, if any, of each debenture holder;
- date of allotment;
- date of registration with the Registrar of Companies;
- the debentures held by each holder distinguishing each debenture by its number except where
such debentures are held with a depository;
- distinctive number and certificate number of debentures;
- the amount paid or agreed to be considered as paid on those debentures;
- date of payment; date on which the name of each person was entered in the register as a
debenture holder;
- date on which any person ceased to be a debenture holder; date of transfer of debentures;
- serial number of instrument of transfer;
- transferor’s name and folio number; transferee’s name and folio number,
- transfer number, number of debentures transferred and their distinctive numbers;
- date of transfer; and instructions, if any, for payment of interest.
• Entries in the register should be made simultaneously with the allotment or transfer of
debentures
• The register and index should be maintained at the registered office of the company unless copy
of the proposed special resolution is given to the Registrar of Companies.
• The register shall be preserved for a period of 8 years from the date of redemption of
debentures or securities, as the case may be, and shall be kept in the custody of the company
secretary or authorised person appointed by Board.
• Foreign register. [Section 88 (4) and Rule 7 of Companies (Management and
Administration) Rules, 2014].
• Information about the members from that particular country to be kept and be called “foreign
register”.
• Register should contain the names and particulars of the members, debenture holders, other
security holders or beneficial owners residing in that country.
•The company shall within thirty days in Form No.MGT-3 along with the fee, file notice in Form
No.MGT-3 with the Registrar of such change or discontinuance. [Rule 7(2)]
• Entries in the foreign register are made after the Board of Directors approves the allotment or
transfer of shares, debentures or any other securities, as the case may be. [Rule7(7)]
• The foreign register shall be maintained in the same format as the Principal Register. [Rule 7(3)
and7(4)]
─ If a foreign register is kept by a company in any country outside India, the decision of
the Tribunal in regard to the rectification of the register shall be binding. [Rule7(6)]
─ The company may discontinue the keeping of any foreign register; and thereupon all
entries in that register shall be transferred to some other foreign register kept by the company in
the same part of the world or to the principal register. [Rule 7(11)
• Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies
• (Share Capital and Debentures) Rules,2014]
Every company with a share capital should, from the date of its registration, maintain a register of
renewed and duplicate certificates and such register shall be maintained in Form No. SH-2
indicating name(s), to whom the certificate is issued, the number and date of issue of the share
certificate

4. The register is not open for inspection.
• Register of Significant beneficial owners in a company. (Section 90 of Companies
Act).
• A individual, alone or together, trust, within or outside India holding not less than 25% of
shares or such other % as stated by company or RIGHT TO EXERCISE specifying nature of interest
or rights or change if any.
• The Central Government may prescribe a class or classes of persons who shall not be required to
make declaration.
• Every company shall maintain as above, and changes therein which shall include the name of
individual, his date of birth, address, details of ownership in the company and such other details
as may be prescribed.
• Every company shall maintain a register of the interest declared by individuals, and changes to
name DOB , address,
• Register of Postal Ballot. [Section 110 and Rule 22 of the Companies (Management
and Administration) Rules, 2014]
• A separate register for each postal ballot to record the assent or dissent received through postal
ballot.
• Entries in the register should be made immediately after the opening of postal ballots.
• The register, postal ballot forms and all other related records are not available for inspection.
• All postal ballot forms and entries should be authenticated by the Scrutiniser.
• The register, postal ballot forms and all other related records should be kept in the safe custody
of the Scrutinizer till the Chairman signs the Minutes Book in which the result of the voting by
postal ballot is recorded.
• The Scrutinizer should return the postal ballot forms and any related documents or records to
the designated person of the company for safekeeping until the resolution has been
implemented.
• The Scrutinizer’s report and office copies of the notices should be preserved in good order until
the resolution has been implemented or for a period of 10 years, whichever is later.
• Books containing minutes of General Meeting and of Board and of Committees of
Directors. [Section 118]
• Every company shall prepare, sign and keep minutes of proceedings of every general meeting,
including the meeting called by the requisitionists and all proceedings of meeting of any class of
share holders or creditors or Board of Directors or committee of the Board and also resolution
passed by postal ballot within thirty days of the conclusion of every such meeting concerned.
• The minutes shall contain name of the directors present and also name of dissenting director or
a director who has not concurred the resolution
• A distinct minute book to be maintained namely
(i) general meetings of the members;
(ii) meetings of the creditors;
(iii) meetings of the Board; and
(iv) meetings of the committees of the Board.
(a) Minutes of all Meetings shall be preserved
• A brief report on Resolution passed by postal ballot shall be recorded in the minute book of
general meetings
• Minutes of all Meetings of the transferor company, as handed over to the transferee company,
shall be preserved permanently by the transferee company, notwithstanding that the transferor
company might have been dissolved.
• Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved
for 8 financial years.
• Office copies of Notices, Agenda, Notes on Agenda and other related papers of the transferor
company, as handed over to the transferee company, shall be preserved in good order in
physical or electronic form for as long as they remain current or for eight financial years,
whichever is later and may be destroyed thereafter with the approval of the Board

5. • Books of account. [Section 128]
(i) to (iv) of Section 2(13) of the Companies Act, 2013,
The books of account must show all money received and expended, sales and purchases of goods
and the assets and liabilities of the company. Must be kept on accrual basis and according to the
double entry system of accounting. Must give a true and fair view
• Register of Directors/ Key Managerial Personnel. [Section170(1)]
(a) Director Identification Number (Optional for KMP);
(b) present name and surname in full;
(c) any former name or surname in full;
356 EP-CL
(d) father’s name, mother’s name and spouse’s name(if married) and surnames in full;
(e) date of birth;
(f) residential address (present as well as permanent);
(g) nationality (including the nationality of origin, if different);
(h) occupation;
(i) date of the board resolution in which the appointment was made;
(j) date of appointment and reappointment in the company;
(k) date of cessation of office and reasons therefor;
(l) office of director o rkey managerial personnel held or relinquished in any other body corporate;
(m) membership number of the Institute of Company Secretaries of India in case of Company
Secretary;
(n) PAN mandatory for KMP who is not having DIN.
• Entries to be made in the chronological order and The register should be open for inspection
during the business hours of the company, subject to such reasonable restrictions as the
company may impose by its articles or in general meeting so that not less than 2 hours in each
working day of the company are allowed for inspection.
• Members can inspect the register without payment of any fee and any other person can inspect
the register on payment of the requisite fee.No person is entitled to copies of the register or any
portion thereof..
The details of securities held by them in the company, its holding company, subsidiaries,
subsidiaries of the company’s holding company and associate companies relating to:
(a) the number, description and nominal value of securities;
(b) the date of acquisition and the price or other consideration paid;
(c) date of disposal and price and other consideration received;
(d) cumulative balance and number of securities held after each transaction;
(e) mode of acquisition of securities;
(f) mode of holding – physical or in dematerialized form; and
(g) whether securities have been pledged or any encumbrance has been created on the
securities.
Members or debenture holders can inspect the register without payment of any fee.
•
• Register of investments in securities not held in company’s name. [Section 18 and
Rule 14 of Companies (Meetings of Board and its Powers) Rules,2014]
1. Maintain a register in Form No. MBP-3 and enter chronologically, the particulars of
investments in shares or other securities beneficially held by the company but which are not
held in its own name and the company shall also record the reasons for not holding the
investments in its own name and the relationship or contract under which the investment is
held in the name of any other person.

6. 2. The company shall also record whether such investments are held in a third party’s name for
the time being or otherwise.
3. The said register shall be open to inspection by any member or debenture-holder of the
company without any charge during business hours subject to such reasonable restrictions
4. A member or debenture holder can make extracts from the register however, no person is
entitled to copies of the register
5. This section shall not apply to Government company in which entire share capital is held by
central Government, or by any State Government or Governors or by the Central Government or
by one or more state Governments.
Register of loans, guarantees given and security provided or making acquisition of
securities (Section186(9) and Rule 12 Companies (Meetings of Boards and its
Powers) Rules2014
1. Maintain a register in Form No. MBP-2 and enter particulars of loans and guarantees given,
securities provided and acquisitions made as aforesaid.
2. The entries in the register shall be made chronologically within seven days of making such loan
or giving guarantee or providing security or making acquisition.
In case of Government Company - Section 186 shall not apply to:-
(a) a Government company engaged in defence production; 358 EP-CL
(b) a Government company, other than a listed company, in case such company obtains
approval of the Ministry or Department of the Central Government which is administratively
in charge of the company, or, as the case may be, the State Government before making any
loan or giving any guarantee or providing any security or making any investment under the
section.
Register of contracts with companies/firms in which directors are interested.
[Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers)
Rules,2014]
1. Every company is to keep one or more registers in Form MBP 4 giving the
particulars of all contracts and
(a) enter director has any concern or interest and not to enter if director holds two percent
or less of the paid-up share capital( sub-section (1) of section 184)
(b) contracts or arrangements with a body corporate or firm or other entity in which any
director is, directly or indirectly, concerned or interested
(c) contracts or arrangements with a related party with respect to transactions to which
section 188 applies.
2. The entries to be made in chronological order and shall be authenticated by the CS or any oF
the member of the Board [Rule16(3)]