The present powerpoint presentation deals with electronic maintenance of Statutory Register under the Companies Act, 2013. It touches on all the provisions in the Act and Rules relating to maintaining of such registers.

1. ELECTRONIC MAINTENANCE
OF STATUTORY REGISTER
Prepared by:
Sandeep Mittal
ACS 54320
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 1

2. What are Statutory Registers?
■ Collection of Registers
■ which set out the historical and present
– members/shareholders of the company,
– share transfers,
– share allotments,
– officers of the company and
– details of mortgages/charges in respect of the company.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 2

3. ■ Also includes minute books in relation to directors and/or
shareholder meetings and other corporate documents such as
written resolutions of the company.
■ Statutory books are usually a bound book or ring binder
contained in a boxed register.
■ But with the increased use of technology they can also exist in
electronic format.
■ The statutory books should be held at the registered office.
■ They are often maintained by a company's professional
advisors (such as Company Secretary or Corporate Lawyers)
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 3

4. Is Statutory Register defined under
Companies Act, 2013?
■ No definition given to term “Statutory Register” under the
Act.
■ However, Section 2 (12) defines “Book and Paper” and Book
or Paper” which includes
– books of account, deeds, vouchers, writings, documents, minutes
and registers maintained
■ on paper or
■ in electronic form;
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 4

5. Provision for maintenance of records
in electronic form?
■ Section 120 states
■ any document, record, register, minutes, etc., -
– required to be kept by a company; or
– allowed to be inspected or copies to be given to any person by a
company under this Act,
■ may be kept or inspected or copies given, as the case may be,
in electronic form in such form and manner as may be
prescribed.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 5

6. What is Electronic Form or Electronic
Record?
■ No definition given under the Act.
■ Companies (Specification of Definition Details) Rules, 2014
under Rule 2 sub-rule (i) to mean electronic record as defined
under clause (t) of sub-section (1) of Section 2 of the
Information Technology Act, 2000.
■ Under IT Act, 2000, electronic record means
– data, record or data generated, image or sound
– Stored, received or sent
– In an electronic form or micro film or computer generated micro
fiche.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 6

7. Rules regarding maintenance of
records in electronic form
■ Companies (Management and Administration) Rules, 2014
■ Rule 27 – Maintenance and inspection of documents in
electronic form:
– every listed company; or
– a company having not less than 1000 shareholders, debenture
holders or other security holders
– MAY
– maintain records in electronic form
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 7

8. ■ Pre-requisites for maintaining records:
– It should be maintained in same formats and in accordance with
provisions of the Act;
– It should be adequately recorded for future reference;
– It must be capable of being readable, retrievable and reproducible in
printed form;
– It must be capable of dated and signed digitally;
– It must be capable of being updated;
– The date of updating the record must be recorded on every updating.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 8

9. ■ Rule 28 – Security of records maintained in electronic form:
– Managing Director/ Company Secretary/ Other Director or Officer so
appointed by Board
– shall be responsible for maintenance and security of electronic
records
■ Measures to be taken for safety and security:
– protection against unauthorized access, alteration or tampering;
– insure against loss of records;
– ensure that signatory of electronic records does not repudiate signed
records as not genuine;
– ensure that records are accurate, accessible and capable of
reproduction;
22 March 2018 ELECTRONIC MAINTENANCE OF STATUTORY REGISTER 9

10. – Ensure that records are re-writeable and non-erasable format like
pdf version;
– Ensure that at least one backup should be taken on periodical basis
not exceeding one day;
– Every backup is authenticated and dated and kept securely at such
places as may be decided by Board;
– Limit the access of records to MD/ CS/ Other Director authorized by
Board;
– Ensure that reproduction of physical records to electronic form is
complete, authentic, true and legible;
– Take necessary steps to ensure security, integrity and confidentiality
of records.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 10

11. ■ Rule 29 – Inspection and copies of records maintained in
electronic form:
– Where duty is imposed by Act or rules
– to make records available for inspection or copies of the whole or
part of records
– shall be construed as a duty to make records available for inspection
in electronic form or to provide copies of those records
– containing a clear reproduction of whole or part thereof
– Payment – Not exceeding Rs. 10 per page.
■ Rule 30 – Penalty:
– In case of default in compliance with any provisions of this rule
– company and every officers or other person who is in default
– shall be punishable with fine exceeding Rs. 5,000/-
– where contravention is a continuing one, Rs. 500/- per day after first
during which such contravention continues
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 11

12. Various Statutory Registers and Books
prescribed under the Act
■ Register of Members under section 88 in Form No. MGT – 1
■ Register of Foreign members/ security holders under section 88
(optional)
■ Register of Debenture holders / other security holders under section 88
in Form No. MGT – 2
■ Register of renewed and Duplicate Share Certificates in Form No SH 2
■ Register of Sweat Equity Shares under section 54 in Form No. SH - 3
■ Register of Employees’ Stock Option under section 62 in Form No. SH – 6
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 12

13. ■ Register of Shares or other Securities Bought Back under section 68 in Form No.SH-10
■ Register of Deposits under section 73 and 76 - Rule – 14 of CAD Rules 2014
■ Register of Charges under Section 85 in Form No. CHG-7
■ Register of Directors and KMP, under section 170- Rule 17 of CAQD Rules 2014
■ Register for Transfer & Transmission under section 56.
■ Register of loans/guarantee/security and acquisition by the company under Section 186
in Form No. MBP-2
■ Register of investments not held in its own name by the company under section 187 in
Form No.MBP-3
■ Register of Contracts with related party and contracts and bodies etc. in which directors
are interested under Section 189 in Form No. MBP-4
■ Register of Directors’ Attendance (Board meeting, Committee meeting if the Articles so
provide)
■ Register of Shareholders’ Attendance (Annual General Meeting/ General Meeting of
members if the Articles so provide)
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 13

14. Register of Members under Section
88 in Form no. MGT – 1
■ Entries in the register will be made in 7(Seven) days from the date of approval
of allotment, Transfer of share, debentures or any other securities.
■ PLACE OF KEEPING OF REGISTERS: The registers shall be maintained at the
registered office of the company. By passing SR in GM the company can keep
the register at any other place within the city, town or village in which the
registered office is situated or any other place in India in which more than
1/10th (one-tenth) of the total members entered in the register of members
reside.
■ AUTHENTICATION OF ENTRIES: The entries shall be authenticated by the
company secretary of the company or by any other person authorized by the
Board for the purpose. The date of the board resolution authorizing the same
shall be mentioned.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 14

15. Register of Foreign Members /
Security Holders
■ PLACE OF KEEPING OF REGISTERS:
■ A company may, IF SO AUTHORIZED BY ITS ARTICLES, keep in
any country outside India, a part of the Register of :
– Members or
– Debenture Holders or
– Security Holders or
– Beneficial Owners, RESIDENT IN THAT COUNTRY.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 15

16. ■ The company shall, within 30 (thirty) days from the date of the
opening of any foreign register, file with the Registrar notice of
the situation of the office where such register is kept in Form
No. MGT.3 along with the fee.
■ A foreign register shall be deemed to be part of the company’s
Principle Register.
■ Foreign register shall be maintained in the same format as the
principal register.
■ The company shall
– Transmit to its registered office in India a copy of every entry in any
foreign register within 15 (fifteen) days after the entry is made; and
– Keep at such office a duplicate register of every foreign register duly
entered up from time to time.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 16

17. Register of Renewed and Duplicate
Share Certificate
■ Under Section - 46(3)read with Rule 6(3)(a) of CSCDR, 2014
■ This register shall be maintain under SH-2 indicating against the name(s)
of the person(s) to whom the certificate is issued, the number and date
of issue of the share certificate in lieu of which the new certificate is
issued, and make necessary changes indicated in the Register of
Members .
■ Register shall be kept at the Registered office of company or at such
other place where the Register of Members is kept.
■ Register shall be preserved PERMANENTLY.
■ Entry made in register shall be authenticated by the CS or person as may
be authorized by the Board
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 17

18. Register of Sweat Equity Shares
■ Under Section - 54 read with Rule 8(14) of CSCDR, 2014
■ As per Section 2(88) of the Act - “Sweat Equity Shares” means such
equity shares as are issued by a company to its directors or employees at
a discount or for consideration, other than cash, for providing their
know- how or making available rights in the nature of intellectual
property rights or value additions, by whatever name called.
■ Lock in period for these shares are 3 years.
■ This Register shall be maintain under FORM NO. SH-3.
■ Register shall be kept at the Registered office of company. Entry made in
register shall be authenticated by the CS or person as may be authorized
by the Board
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 18

19. Register of Security Buy Back
■ Under Section - 68(9) read with Rule 17 of CSCDR, 2014
■ Where a company buys back its shares or other specified securities under this section,
it shall maintain a register of the shares or securities so bought, mentioning:
– the consideration paid for the shares or securities bought back,
– the date of cancellation of shares or securities,
– the date of extinguishing and physically destroying the shares or securities and
such other particulars as may be prescribed.
■ This Register shall be maintain under FORM NO. SH-10. A company shall, after the
completion of the buy-back under this section, file with the Registrar and the Securities
and Exchange Board a return containing such particulars relating to the buy-back within
thirty days of such completion, as may be prescribed. Provided that no return shall be
filed with the Securities and Exchange Board by a company whose shares are not listed
on any recognised stock exchange.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 19

20. Register of Charge
■ Under Section - 85 read with Rule-10 of CRCR, 2014
■ This Register shall be maintained under FORM NO. CHG-10. Register shall be kept at the
registered office of Company.
■ Entry in register shall authenticated by the director & Secretary of the company or
person as may be authorized by the Board.
■ Register of Charge shall be Preserved PERMANENTLY.
■ The Instrument creating Charge or Modification thereon shall be preserved for a Period
of 8 (Eight) Year from the date of Satisfaction of Charge.
■ REGISTER OPEN FOR INSPECTION: Registers are open for inspection during Business
Hours, by the Members or Creditors of the company without fees; by any other person
on payment of fees; Subject to reasonable restriction as the company may, by its
articles, impose.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 20

21. Register of Directors & KMPs
■ Under Section 170- Rule 17 of CAQD Rules, 2014.
■ Every company shall keep at registered office a register containing such
particulars of its -
– Directors
– KMP’s
■ Which shall include the details of the securities held by each of them in
the –
– Company OR
– Its Holding
– Subsidiary
– Subsidiary of companies’ Holding Company
– Subsidiary of Companies Associate Companies.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 21

22. Register of Loan Investment and
Guarantee
■ Under Section – 186(9) of the Act
■ Every company Giving Loan or giving a guarantee or providing security or making an
acquisition under this section shall keep a register in FORM NO. SH-12 , which shall
contain particulars of:
– Loan
– Guarantee Given
– Security provided
– Investment made
■ The register shall be kept at the registered office of the company and shall be open to
inspection at such office by Members;
■ Extracts may be taken by any member,
■ Copies may be furnished to any member of the company on payment of such fees as
prescribed in AOA not exceeding Rs. 10(TEN) for each page.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 22

23. Register of Contracts or
Arrangements in which Directors are
Interested
■ Under Section – 189 of the Act
■ Every company shall keep one or more registers giving
separately the particulars of all contracts or arrangements to
which section 184(2) or section 188 applies, in Form No. MBP
– 4.
■ After entering the particulars, such register or registers shall
be placed before the next meeting of the Board and signed by
all the directors present at the meeting.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 23

24. ■ The Register shall be kept at the registered office of the
company and it shall be open for inspection at such office
during business hours and extracts may be taken therefrom,
and copies thereof as may be required by any member of the
company shall be furnished by the company to such extent, in
such manner, and on payment of such fees as may be
prescribed.
■ The register to be kept under this section shall also be
produced at the commencement of every annual general
meeting of the company and shall remain open and accessible
during the continuance of the meeting to any person having
the right to attend the meeting.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 24

25. Other Registers
■ IF THE ARTICLES SO PROVIDE AND FOR ADMINISTRATIVE
CONVENIENCE FOLLOWING REGISTERED CAN BE PREPARED
– Register of Directors’ Attendance (For Board and other Committee
meetings).
– Register of Shareholders’ Attendance in AGM & EGM. (Also required
as per Notified SS -2)
– Register of Common Seal.
– Register of Postal Ballot Received.
22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 25

26. 22 March 2018 ELECTRONIC MAINTENANCEOF STATUTORY REGISTER 26