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  1. 1. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS CHAPTER – I INTRODUCTION Companies Act 1956 lays down that every company incorporated under thisAct must maintain or keep at its registered office different books and registers forthe purpose of records as well as to secure efficiency in operation. Some of bookshave to be maintained compulsorily by all the companies under the variousprovisions of Company Act. These are known as Statutory Books or Registers. Statutory books are required to be maintained mainly with a view tosafeguarding the interest of shareholders. It is the duty of the Company Secretaryor Finance Manager of company to see that these books are maintained inaccordance with the provision of Act. Default to maintain any of these booksrenders the company directors and secretary liable to penalties by Act. Legal framework is an important constituent of business and corporateenvironment. No corporate entity can effectively work and service without meetingits legal obligation. The law relaying to company is perhaps the most significantand all pervasive amongst the various corporate legislation. In recent times there has been some change in subject and scope of companylaw. The law relating to working and administration of companies has undergonesuch structural changes that procedural requirement with respect to theirimplementation have to be realigned.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 1
  2. 2. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSPlace of keeping Books of Accounts: Section 209 requires every company to keep the books at its registeredoffice. However all or any of account may be kept at such other place in India asthe Board of Directors may decide when the Board so decides the company isrequired within 7 days of such decision to file with the Registered Office a noticein writing giving full address of that other place in Form No. 23AA along withrequisite filing fee.Persons responsible for keeping the Books of Accounts: Sub section (6) of section 209 specified the person who has been maderesponsible for keeping of books of account and securing compliance by thecompany with the requirements of section 209 of the Act, they are: 1. Managing Director or Manager and all officers and other employees of the company, and 2. Where the company has neither a Managing Director nor Manager then every Directors of the company are responsible.Need for the study: The transactions of the company must be recorded in some books orregisters. Therefore it is necessary to keep and maintain those books and registersby the companies, at their registered office. The books and registers are thestatutory evidence of the activities of the companies. Maintaining books andregisters is obligatory on the companies registered under Companies Act, 1956.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 2
  3. 3. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS “Register” means a register maintained in physical form or in any other formas may be prescribed under the Act or the SEBI Act and rules, regulations andguidelines framed there under from time to time. Company secretary has crucial role in maintaining the books and registers ofa company. To study the secretarial duties in maintaining the books and registers,the current study stands or reveals greater importance to further study purpose.Therefore study of books and registers of a company a ‘greater significance in thecurrent scenario of competition’. 1. Need for selecting the subject i.e. statutory books and penalties to understand the corporate environment. 2. To have a thorough knowledge about the statutory books and penalties of company. 3. To understand the use of maintaining the statutory books and imposing penalties. 4. To safeguard the interest of the shareholders. 5. It helps to record as well as to secure efficiency in operation.Objectives of the study:Some of the objectives of the study are as follows: 1. To identify the register, books, documents required to be maintained by a company under various provisions of Company’s Act. 2. To highlight the contents of various registers, books, documents. 3. To identify the method of book keeping. 4. To verify the maintenance of books, registers, documents as per provisions of companies Act.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 3
  4. 4. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS 5. To know the penal provisions for non maintenance of statutory books and registers. 6. To know the preservation of statutory books and registers. 7. To know the relevance and effectiveness of the books and registers in the companies registered under Companies Act 1956.Importance of the study: The importance of maintaining statutory books can be viewed from thefollowing points: 1. It has great impact on the structural health of the organization. 2. Marinating the books and records will help to know the efficiency of the business. 3. It helps to secure interest of the shareholders. 4. It helps to improve the credit worthiness of the company.Limitations of the study: The important limitations of the study are as follows: 1. It is difficult to collect all the confidential data and information. 2. The time to undergo the in-plant training was not sufficient to study the aspect of the organization. 3. The study is completely depending on the published document which reflects financial position on the last date of the accounting period. That means financial position throughout the year is not considered. 4. The study done is the project work was not purely for academic purpose only.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 4
  5. 5. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSMethodology: The study is done basically on the data obtained from the discussions withthe company secretary and also by the finance officer. The officially and otherpersonnel in the corporate department provided full information regarding thestatutory books and registers of the company. For the purpose of collecting the data the researcher administered by theofficially by the company to get the required information during this project reportwork researcher had met the company secretary of the company to collect therequired data regarding the report. The data collected are divided into two parts primary data and secondarydata. Primary data are collected directly from the discussion with the companysecretary, financial manager, and with some officials of the company during theproject work researches. And secondary data are collected information. Secondary data are collectedfrom journals, magazines, books and articles, etc which were published time totime.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 5
  6. 6. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSResearch Design: The whole research work is divided into 5 chapters. The chapters arearranged in a sequential order.Chapter I: The first chapter is “Introduction” which consist need and scope of thestudy, objectives of the study, research methodology and research design.Chapter II: The second chapter focuses on introduction of the company i.e. “Profile ofthe Miven Machine Tools Limited”.Chapter III: The third chapter focuses on “theoretical concept” of statutory books andregisters and A Case study.Chapter IV: The fourth chapter is concerning to the “Analysis and Interpretation of data”it contains the books and registers maintained by the Miven Machine ToolsLimited.Chapter V: Finally the fifth chapter is “conclusion part”, which is oriented towards tothe findings and suggestions.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 6
  7. 7. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Chapter-IIINTRODUTION: MIVEN MACHINE TOOLS LTD. stands tall with pride to be a companythat manufacture. CNC (Computerized Numerical Control) turning machine ofworld-class technology. This company was earlier known as KWS (KirloskarWarner and Swasey), which was a joint venture between Mysore Kirloskar andWarner and Swasey Company of United States of America. The highly visionaryof the Indian industry Mr. Shankar Rao Kirloskar founded the company. Rightfrom its genesis, the company has taken strides with amazing pace is confidence byintroducing of state of art turning machine. Looking at the outstanding growth of company, Gidding and LEWISINC.USA (G and L) found this to be a lucrative venture and vase to cater southEast Asian countries, attracted it under its wing during 1998. The company joinedthe Gidding and Lewis family. Subsequently, in year 2002, M/s N.A.Sirur privatelimited (NASPL), acquired the major stake in G and L renamed it as MIVENMACHINE TOOLS LTD., NASPL is a group of company founded by Mr. Vivek.Raghavesh Sirur in the year 1981. NASPL (MIVEN GROUP) is a pioneer in thearea of manufacturing of industrial equipment, chip conveyors , coolant filtration,disposal system, software, investment and trading etc. their associate companies toname a few are Miven Mafran Conveyors pvt ltd, Cotmac pvt ltd. At Miven Machine Tools, they have an extremely structured approach whileoffering the expertise to clients. They first affer consultation facility torequirement. Then the manufacturing engineer experts shall designs and install theP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 7
  8. 8. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSright technologies for the concerned application. Their range machines have theflexibility to evolve into the exact level of capability needed. Their infrastructureon machine and material is one of their strongest points. They believe that the toolsand the craftsman should be as his skill. It is on the best software device that highprecision and optimum quality of product can be experted. In view of this, they areequipped with high quality machines to produce world class technology. Thecompany stands among the elite few whose designs conveniently / conventionallyused for for CNC machine world over. The after sales service will show that theyare aware of the values of time and timely solutions. They prove to potential intheir approach to their customers of all levels. They assure on with the assistanceof expertise at every possible way and also provide with a total solution at anytime. The company is committed to provide state-of-art machine machine toolsthat are reliable and are building to high degree of excellence. They believe inenhancing customer’s satisfactions by continuously improving efficiency of theapplication system and service. The company believes in professionalism andpromoting ownership among all its members. It is believed that all the employees works for the entire progress and growthof the company. The company has worked long since, to explore the possibilitiesof places of these machine tools all over India. The company has recordedimmense growth ever since its establishment the quality control measures initiatedby the company was appreciated from time to time. The company believes ingroup efforts and brings together the intellectual from the national andinternational level.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 8
  9. 9. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Though the growth of the industry and the recession trends have hurdled thestride of the company over the years, the company have overcome these hurdlesand in a journey to mark the success. The outlook of the company to enter into newmarket segments have being opened up. The expansion programs of themanagement are in full swing. The future to bright and rewarding.COMPANY DATADATE OF INCORPORATION : 19th July 1985DATE OF COMMENCEMENT : 2nd September, 1985REGISTRED OFFICE : Gokul Road, Hubli-580030. Karnataka.FACTORY LOCATION : Tarihal Industrial Area, Hubli-580030. Karnataka.FINANCERS : The Sham Rao Vithal Co-Operative Bank Ltd.,INDUSTRY : Miven Machine ToolsAREA OF OPERATION : Karnataka.REGISTER NO : 14(84)PROMOTER : Promoted by the Mysore Kirlosker Ltd,EXECUTIVE VICE-CHAIRMAN : Dinkar N. Upponi (Chair person)BOARD OF DIRECTORS : Vikram R. Sirur, Sham Sirur Uday Kamat, Mukund MuleyP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 9
  10. 10. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS A R Menon- Executive DirectorEXECUTIVE (FIN& ADMN) : V N HasalkarAND COMPANY SECRETARYAUDITORS : B K Ramadhyani & Co Bangalore.BRIEF HISTORY OF MMTL: MIVEN MACHINE TOOLS LIMITED “was incorporated on 19th July 1985in the state of Karnataka with its registered office at Gokul Road, Hubli which wassubsequently shifted to present address at Tarihal Industrial Area, Hubli. TheMysore Kirloskar Ltd., (MKL) promoted MMTL, in technical and financialcollaboration with the WARNER AND SWASEY COMPANY. The name of thecompany was KIRLOSKAR SWASSEY LIMITED. The collaboration agreementprovided for manufacture of two models of computer numerically controlledturning machines, namely WSC-8 and WSU-12. During September 1998,WARNER AND SWASEY acquired the 38% share held by Co-PromoterCompany, and it’s holding to 76%. At the time of incorporation, each promoter company held 11, 40, 000 sharesamounting to Rs 1, 14, 00,000 of the paid-up capital. The shares held byWARNER AND SWASEY were traded to Fadal Engineering Company (FEC),subsidiary of GIDDINGS AND LEWIS COMPANY LTD, USA.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 10
  11. 11. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS On account of this the name of company was changed to GIDDING ANDLEWIS COMPANY LTD, from KIRLOSKER WARNER AND SWASEY LTD.Effective 23rd July 1999 vide fresh certificate of incorporation was issued by theregistered of company, Bangalore. The share (76%) held by FADAL engineeringcompany including USA, subsidiary of GIDDING AND LEWIS LTD, USA wereacquired by N A Sirur (Hubli) pvt ltd. The board of director reconstituted on 30the March 2002. Further, NASPLacquired 10% share held by public. As of date NASPL holds 80% in the equitycapital of the company and public holds the balance. On account of this, the nameof the company was changed to MMTL form GIDDING AND LEWIS industryLtd, effective on 26the July 2002. Vide fresh certificate of incorporation issued byregistered of company, Bangalore. The share of the company are listed at Bangalore, Mumbai and Delhi stockexchanges. Six directors on its board manage the company. One among them has beenappointed as executive director to look after the day-to-day affairs of the company.The details include that qualified and experienced executive manage the company.Mr.Shyam S Kirlosker, who joined in April 1988 as a president of the companywas in charge of the whole activities of the company. He retired on 16th October2000. Subsequently Mr. A R Menon, the executive vice president continued tolook after the affairs of the company. In the board meeting held on 27th June 2002promoted and appointed Mr. A R Menon as executive director of the company. Mr.A R Menon is Bsc (Eng). He has been with the company since inception in variousP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 11
  12. 12. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSpositions. He has about 27 years of experience in the field of engineeringindustries. Mr.D.N.Upponi Chairman of the Company. The Board is consisting ofthe following directors: Mr. Vikram Sirur –executive vice Chairman, Mr. ShyamSirur- Director, Mr. Uday kamat-Director, Mr.Mukund Muley-Director. The capital structure includes an authorized capital of Rs. 300 lakh at thetime incorporation in 1985, and was raised to Rs. 400 lakh in 1989 divide in Rs.40-lakh-equity share of rupees 10 each. During 2000-01, the authorized capitalincreased to 500 lakh and divided into 50-lakh-equity shares of rupees 10 each bycreation of additional 10-lakh-equity share. The present paid up capital is Rs.30035000 (divided into 3003500) equity shares of 10 each fully paid. The company was allotted 21.5 acres of land by Karnataka area developmentboard (KIADB). The company land was allotted on (lease cum sale) basis for aperiod of 11 years. The factory building consists of 30000 Sq.ft build up areaconsisting of 10000 Sq.ft.Objectives of Miven Machine Tools Ltd: Miven Machine Tools ltd is a ISO 9001 certified company their qualityobjective includes • Enhance customer satisfaction. • Provide cost effective product • Reduction of product realization time standard products.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 12
  13. 13. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSProduct Profile Currently the company is manufacturing CNC Turning Machine of thefollowing models: • Universal model (WSU-12 & WSU-15) Bed length range 1000mm to 2000mm • Chucking Model (C-300, C-400, C-500) • Ultra series (Universal Ultra and Chucker Ultra) bed length range 500mm to 300mm • Universal model (WSU-40) bed length range 1000mm to 3000mm • Venus 160 and Venus 200 CNC Turning machine. These product find their usage throughout the country and serve industrialsector like defense, railway, automobile, tractor, heavy and general engineering’s. The machine are used for high precision work in both private andgovernment industries. In private automobile sector TELCO AND ASHOKLEYLAND are major customer with the ESCORT GROUP in the tractor sectionHINDUSTAN MOTORS is the other company in the automobile sector finding theutility of machine to greater extent. The company has sold large number of machines to BHARAT EARTHMOVERS LTD & BHARAT FORGE LTD engineering companies likeKIRLOSKER OIL ENGINE LTD, KIRLOKER BROTHER LTD, SHIVAJIWORK LTD, KIRLOSKER ELECTRICAL COMPANY, SIEMENS LTD,WIPRO FLUID POWER, AUDCO INDIA LTD etc. have also included thesemachines in their production set up.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 13
  14. 14. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS In government sector ordinance factories at Ambajhari, Medak & Kanpur,Field Gun Factory Kanpur, Gun and Shell Factory Cossipur Kolkata, Gun CarriageFactory Jabalpur, Heavy Vehicle Factory Auadi, MTPF Mumbai Indian Railwayetc. so for about 215 machines have been sold in the Indian market through theexcellent performance of these machines and services back up company is able tocreate a line of happy customer. Company operation is manufacturing and assembling oriented criticalcomponents required for assembly are produced from various vender located inBangalore and source of other suppliers situated in and around Hubli, who have thenecessary technology to deliver the components. The company user LASERASSEMBLY TECHNIQUES and has unique process of ASSEMBLY USINGEPOX, which is a specialty of a company.DEPARTMENTS IN THE COMPANY: 1) Assembly or production Department 2) Marketing and Sales Department 3) Engineering Department and 4) Finance, Secretarial and Account DepartmentP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 14
  15. 15. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSORGANISATION CHART RESPONSIBILITIES & AUTHORITIES BODEXECUTIVE MR I/C PER EXECUTIVE &ADMN IC FIN,A/C FIN/ADMN/CS I/C PER & Executive-QC I/C-QC LEGAL Sec.Manager- Executive- Materials Operations I/C Maintenance I/C Servicing I/C Assembly I/C Design Executive-ENGG Mech, Elect & Electronics’ I/C Manufacturing Engg. Executive-MKT I/C Busi Pro & SalesP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 15
  16. 16. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Chapter – III STATUTORY BOOKS AND PENALTIESMEANING OF STATUTORY BOOKS: The Company Act, 1956 lays down that every companyincorporated under this Act must maintain an keep at its registeredoffice certain books, registers and copies of certain returns,documents etc. and to give certain notices, life certain returns,forms, reports documents etc. with the Registrar of companieswithin certain specified time limits and with the prescribed filingfees. These books are known as statutory Books. Some of theP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 16
  17. 17. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSstatutory registers are required to be kept open by the company forinspection by directors, members, creditors of the company and byother persons. The company is also required to allow extracts to betaken from certain documents, registers, returns etc. and furnishcopies of certain documents on demand by a member or by anyother person on payment of specified fees. Every company incorporated under the Act is required to keepat its registered office, inter alia, the following books and registers. 1. Register of investment in securities not held in company’s name. (Section 49(7)) 2. Register of deposits.{ Section 58A and the companies (Acceptance of Deposits Rules, 1975 and the RBI Non Banking financial Companies Directions} 3. Register of securities bought back (Section 77A) 4. Register of charges (Section 143) 5. Register and Index of members. {Sections 150,151, and the companies (issue of Share capital with Differential Voting Rights ) Rules, 2001 } 6. Register and index of debenture holders (Section 152) 7. Register and index of beneficial owners (Section 152A) 8. Foreign register of members and debenture holders and their duplicates. {Section 157 (1) and 158 (4)}P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 17
  18. 18. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS 9. Annual Return (Section 163) 10. Books containing minutes of general meeting and of Board and of committees of Directors. {Section 193 (1)} 11. Register of Postal Ballot {Section 192A and the companies (Passing of the resolutions by postal ballot)Rules, 2001} 12. Books of accounts {section 209(1) (a) to (c)} 13. Cost account records for companies engaged in industries so specified by central government { Section 209(1)(d)} 14. Register of contracts with companies / firms in which directors are interested. {Section 301 (5) } 15. Register of Directors / Managing Director/Managers / Whole –time Directors/ Secretary.(Section 303 ) 16. Register of directors’ shareholdings. (Section 307) 17. Register of loans or investments made, guarantees given and security provided to other body corporate, (Section 372A) 18. Register of Renewed and Duplicate share Certificates. { Rule 7 of the Companies (Issue of share Certificate ) Rules,1960} 19. Register of records and documents destroyed {Section 163 and the companies ( Preservation and Disposal of Records ) Rule, 1966}P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 18
  19. 19. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS 20. Register of sweat equity shares { Section 79A and the Unlisted Companies (Issue of Sweat Equity shares ) Rule, 2003} 21. Dividend Register.TYPES OF STATUTORY BOOKS / REGISTERS(1) Register of Investment Not Held in Company’s Name:P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 19
  20. 20. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Section 49 of the Act provide that the investments of acompany must be held in its own name, except as allowed by SubSections (2),(3), (4) and (5) of the Section. It is stated that, if anyshares or securities in which investments have been made by acompany are not held by it in its own name, the company shallforthwith enter in a register maintained by it for the purpose: (a) The nature, Value and such other particulars as may be necessary to fully identify the shares or securities in question; and (b)The bank or person in whose name or custody the shares or securities are held. The register should be maintained at the registered office ofthe company. This register has to be kept open for the inspection ofany member or debenture holder of the company during thebusiness hours of the company, without paying any charge, duringbusiness hours, subject to such reasonable restrictions as thecompany may, by its articles or in general meeting, impose, so thatnot less than two hours in each day are allowed for inspection. Onlyone person at a time should be allowed to inspect the register. If default is made in the maintenance of the register, thecompany every officer of the company who is in default, shall bepunishable with fine which may extend to fifty thousand rupees. Ifinspection required (as mentioned above) is refused the companyLaw Board’s may, by direct an immediate inspection of the register.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 20
  21. 21. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theboard for the purpose, by appending his signature to each entry. The register should be preserved permanently and should bekept in the custody of the secretary of the company or any otherperson authorized by the Board for the purpose.(2) Register of Deposits: As per Rule 7 of the Companies (Acceptance of Deposits)Rules, 1975 every company other than a banking companyaccepting deposits has to keep a at its registered office one or moreregisters in which there shall be entered separately in the case ofeach depositor the following particulars, namely : (a) Name and address of the depositor and details of nominee, if any; (b)Date and amount of each deposit; (c) Duration of deposit and the date on which each deposit is repayable; (d)Rate of interest ; (e) Date/dates on which payment of interest on the deposits is to be made; (f) Any other particulars relating to deposit.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 21
  22. 22. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS The register should be maintained deposit receipt number –wise. The register of deposits is required to be preserved in goodorder for a period of not less than eight calendar years from thefinancial year in which the last entry is made in the register. If default is made the company and every officer of thecompany in default shall be punishable with fine up to Rs. 500/-each and further fine of Rs. 50/- per day if default continues.Register of deposits can be taken to be a part of books of accountswithin the meaning of Section 209. Hence, where the workregarding fixed deposits is entrusted to a registrar by a company, itis advisable for the board to approve of keeping the said registerwith the registrar and file a copy of the said resolution with theROC. As per Rule 4 (16) of the Non Banking Financial Companies(Reserve Bank) Directions, 1998, every non-banking financialcompany shall keep one or more registers in aspect of all depositsin which the particulars of each depositor shall be depositsaccounts opened by that branch of the company and a consolidatedresister at the registered office of the company. The Register shallbe preserved in a good order for a period of not less than eightcalendars years following the financial year in which the latest entryis made. However, if the company keeps the books of accountsP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 22
  23. 23. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSreferred to in sub-section, it shall be deemed to be sufficientcompliance with the clause if the register aforesaid is kept at suchother place, subject to the condition that the company delivers tothe Reserve bank of India’s copy of the notice filed with theRegistrar of companies under the proviso that sub-section withinseven day of such filing.The Registrar is not open for inspection. Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry. The register should be kept in the custody of the secretary ofthe company or any other person authorized by the Board for thepurpose.(3) Register of Securities Bought Back: Under this section 77A(9) every company is required to keepat its registered office a register of securities bought back and entertherein the following particulars namely. i. The consideration paid for securities bought back.ii. The date of cancellation of securities;iii. The date of extinguishing and physically destroying of securities and such other particulars as prescribed in form No. 4B of the Companies (Central Government) General Rules andP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 23
  24. 24. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS forms, 1956 and Annexure B to the private limited Company and unlisted Public Limited Company (Buy-back of Securities ) Rules, 1999. Entries in the register should be made in chronological order. If the company fails to maintain this register then thecompany and every officer of the company who is in default shallbe punishable with fine which may extend to fifty thousand rupees,or with imprisonment for a term which may extend to two years, orwith both.The register is not open for inspection. Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by anyother person authorized by the Board for the purpose, by appendinghis signature to each entry. The register should be preserved for minimum period of 8years from the date of completion of buy-back and should be keptin the custody of the secretary of the company or any other personauthorized by the Board for the purpose.(4) Register of Charges:P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 24
  25. 25. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Under Section 143, every company is required to keep at itsregistered office a Register of charges and enter therein all chargesspecifically affecting property of the company and all floatingcharges on the undertaking or any property of the company. TheRegister should contain the following:A short description of the property charged;  The amount of the charge;  Except in the case of bearer securities, the names of the parsons entitled to the charge; and  Particulars of any modification of a charge and every satisfaction of a charge. Entries in the register should be made in chronological orderof creation of the charge and modification thereof. If any officer of the company knowingly omits or willfullyauthorizes or permits the omission of any entry required to be madeas per the Act, he is punishable with the which may extend to fivethousand rupees. Under Section 144, the register of charge and instrumentscreating charge shall be open for inspection by any member orcreditor without fee and of any other person on payment of fee ofsuch sum as may be prescribed, during business hours for not lessthan two hours each day. The central Government has videP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 25
  26. 26. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSnotification dated 13-7-88 w.e.f. 15-7-88, prescribed a fee of Rs 10for inspection of this register by persons other than members andcreditors. However, company is not required to supply copies ofthese. If default is made, the company and every officer in defaultis punishable with fine up to rupees five hundred each and furtherfine of rupees two hundred for each day during which the refusalcontinues. In the wake of MCA-21 project, the physical data of thecompanies in Registrar of companies is being digitized. Thedocuments, in so far as these are available in digitized form, shallbe available for public inspection through electronic means usingthe internet. The company Law Board* nay also by order compel animmediate inspection of the said copies or register. Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry.Instrument creating a charge should be preserved for a period of 8years from the date of satisfaction of charge and should be kept incustody of the secretary of the company or any other personauthorized by the Board for the purpose.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 26
  27. 27. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS(5) (a) Register of Members : Every company is required to maintain a register of members,which should indicate the following particulars:  Name, address and the occupation of the member;  Date on which he was entered as a member;  Date on which he ceased to be a member;  The details of the shares standing in his name, such as, the number of the certificate, distinctive number of the shares, etc. In addition to the aforesaid particulars the register ofmembers should also be in conformity with the format asprescribed under Rule 7 of the companies (Issue of Sharescertificates ) Rules, 1960. The Appendix to the rules provides theformat of register of members. In the case of Joint shareholders,the particulars of each joint holder should be recorded in theregister. Separate register should be maintained for each class of equityand preference shares.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 27
  28. 28. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Apart from the aforesaid information, this format provides forgiving information about cash payable on shares, cash paid onshares and full particulars of transfer of shares. Further, all entriesin this register are required to be authenticated by the secretary orany other person so authorized by the Board of Directors [Rule 7 ofthe companies (Issue of Share Certificate) Rules, 1960. Further particulars of every share certificate issued inaccordance with rule-4, sub-rule (1), shall be entered in theRegister of Members maintained in the form set out in the appendixannexed to the above said rules of persons, to whom it has beenissued, indicating the date of issue. Under section 163 of the companies Act, 1956, register ofmembers should be kept at the registered office of the company andexcept when it is closed under the provisions of the Act, shall openduring business hours (subject to such reasonable restrictions asthe company may impose, so that not less than two hours in eachday are allowed for inspection) to inspection of any member ofdebenture holder without fee, and of any other person, on paymentof such sum as may be prescribed for each inspection. The CentralGovernment has vide notification dated 13-7-88 w.e.f. 15-7-88prescribed a sum of Rs. Ten for inspection hereunder. Further, themember or debenture holder or other person may make extractsfrom the register, index, etc. without fee or require a copy or anypart thereof on payment of such sum as may be prescribed firP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 28
  29. 29. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSevery 100 words or part thereof required to be copied. VideGovernment’s notification dated 13-7-88 w.e.f. 15-7-88 the sumprescribed for requiring a copy of the register as above is, rupee onefor every 100 words or part thereof. A member can obtain or requisition copies of register ofmembers only on prescribed payment and a mere request tochairman by letter is insufficient. [Maknam Investments Ltd. In re[1996]87 Comp. CAS 689 (Cal.)].(5) (b) Index of Members : Every company having more than 50 members must maintainan index of members, unless the register of members in itselfconstitutes an index. The index may be a card index or bound one.Any alterations or changes made in the register of members mustbe recorded in the index within 14 days. The provisions ofinspections and getting copies of the register of members asdiscussed above are applicable to index of members also.(6) (a) Register of Debenture holders : Section 152 requires every company to maintain a register ofdebenture holders and enter therein the following particulars.  The name and address , and the occupations, if any, of each debenture holder;P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 29
  30. 30. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS  The debentures held by each holder, distinguishing each debenture by its number, except[t where such debentures are held with a depository and the amount paid or agreed to be considered as paid on those debentures;  The date on which each person was entered in the register as debenture holder; and  The date on which any person ceased to e a debenture holder. In this case of joint holding, the particulars of each jointholder should be kept in the register. No notice of any trust, express, implied or constructive, shouldbe entered in the register of debenture holders. Except when the register is closed under the provisions of theAct as aforesaid, the register along with index should be open forinspection during the business hours of the company, subject tosuch reasonable restrictions as the company may impose by itsarticles or in general meeting so that not less than 2 hours in eachworking day of the company are allowed for inspection. Members, debenture holders and trustees of debentureholders can inspect the register and the index without payment ofany fee and any other person can inspect the register on paymentof the requisite fee.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 30
  31. 31. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Copies of the register can be demanded by any person whoinspects the register. Entries in the register and index should be authenticated bythe secretary of the company or by any other person authorized bythe Board for the purpose, by appending his signature to eachentry. The register and index should be preserved for a period of 15years from the date of redemption of debentures and should be keptin the custody of the secretary of the company or any other personauthorized by the Board for the purpose. Further the provisions of sections 111 and 111A shall apply inrelation to the rectification of the register of debenture holders asthey apply in relation to the rectification of the register of members.(6) (b) Index of Debenture holders : As in the case of a register of members,, there must be kept anindex of debenture holders where a company has more than 50debenture holders. Similar provisions apply to it as to an index ofmembers(7) Register and Index of Beneficial Owners: Section 152A of the companies Act, 1956 was inserted by theDepositories Act, 1996 w.e.f. 20-9-1995, providing that the Registerand Index of Beneficial Owners maintained by a depository underP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 31
  32. 32. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSsection 11 of the depositories Act, 1996 shall be deemed to be aregister of members and debenture holders, as the case may be, forthe purposes of this Act. The amendment was considered necessaryas securities held in depository mode are fungible. Section 11 of the Depositories Act, 1996 provides that everydepository shall maintain a register and an index of beneficialowners in the manner provided in sections 150, 151, 152 of thecompanies. Act,1956.(8) Foreign Register of Members and Debenture Holders: The foreign register of members or debenture holder’s residentoutside India, if maintained, shall be deemed to be a part of theregister of members or debenture holders of the company andshould be maintained from the date of allotment of shares ordebentures to foreigners, in an office located in the foreign country. The company should, within 30 days from the date of theopening of any foreign register, file with the Registrar of Companiesa notice of the situation of the office where such register is kept. Inthe event of any change in the situation of such office or of itsdiscontinuance, the company should, within 30 days from the dateof such change or discontinuance, file notice of such change ordiscontinuance with the registrar of Companies.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 32
  33. 33. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS If a foreign register is maintained, a duplicate thereof shouldbe maintained at the registered office of the company or at suchother place where the register of members or debenture holders iskept. Where a company closes its foreign register of members ordebenture holders, it should give not less than 7 days previousnotice by advertisement in a vernacular newspaper circulating inthe district where the foreign register is kept. Except when the register is closed under the provisions of theAct as aforesaid, the register should be open for inspection duringbusiness hours, subject to such reasonable restrictions as thecompany may impose by its articles or in general meeting so thatnot less than 2 hours in each working day are allowed forinspection. Members or debenture holders can inspect the registerwithout payment of any fee and any other person can inspect theregister on payment of the requisite fee. Copies of the register can be demanded by any person whoinspects the register.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 33
  34. 34. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Entries in the foreign register should be authenticated by theperson in charge of the office in the foreign country, by appendinghis signature to each entry. The register should be kept in the custody of the person incharge of the office in the foreign country. The foreign register of members should be preserved untildiscontinued. The foreign register of debenture holders should be preservedfor a period of 15 years from the date of redemption of debenture.(9) Annual Return: Annual Return is perhaps the most important documentrequired to be filed by every company with the Registrar. Apart fromthe balance Sheet and Profit and Loss Account, this is the onlydocument to be compulsorily filed with the Registrar every year. Theimportance of this document can best be highlighted by comparingit with some other documents required to be field under the Act. Annual Return and Balance Sheet: While the Balance Sheetand Profit and Loss Account given information on the financialperformance of a company, it is the Annual return which givesgreater insight into the company relating to the people behind acorporate entity – the shareholders, who as a body, constitute itsownership, the Directors, who exercise control over the affairs of theP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 34
  35. 35. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERScompany, the extent of dilution or concentration of ownership, thedetails of debenture holders, who have contributed to the loanfunds, the extent of indebtedness, and last but not the least, thecompany Secretary who is the conscience-keeper of the company. Further it contains more up-to-date information than that ofthe latter. Section 210 of the Act, requires that normally, theBalance Sheet and the Profit and Loss Account should be placedbefore the Annual general Meeting within six months of thefinancial year ending, and section 220 provides that copies ofBalance Sheet and Profit and Loss Account should be filed within30 days from the date on which the balance sheet and the profitand loss account were so laid (whether adopted or not) or wherethe annual general meeting has not been held, within 30 days ofthe latest date on or before which the annual general meetingshould have been held. This means that the information containedin the Balance Sheet is at least half an year old by the time it isopen for public inspection. On the other hand, the Annual Return ismade up to the date of the Annual General Meeting, and should befiled within 60 days from that date. Annual Return and other Documents: Other documents haveto be filed with the Registrar of Companies only on the happening ofcertain events. For instance, e-Form No. 2 has to be filed only whenthe company allots shares. E-forms No. 8 only in case of creationand modification of charge, under section 135 of the Act, e-FormP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 35
  36. 36. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSNo. 17 only in the case of satisfaction of charge. E-Form No. 32 onlyin case of change in particulars of directors and so on. But in thecase of Annual Return, it has to be compulsorily filed every year,independent of any contingency. Further, the particulars of manyother documents filed during the year are summarized and includedin the Annual Return. Thus, the Annual Return provides in a nutshell, everycomprehensive information about various aspects of a companyupdated till the date of Annual General Meeting every year. It is notan exaggeration, therefore, to state that the study of Annual Returnprovides bird’s eye view of the capital structure, constitution andmanagement of the company concerned. Sub-section (1) of Section 159 prescribed the details thatshould be furnished in the Annual Return of a company having ashare capital. They are: a) The address of its Registered Office. b) Register of Members and Debenture holders. c) Summary of the details of its share capital and debentures. d) The indebtedness of the Company. e) Details of its Members and Debentures holders, past and present.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 36
  37. 37. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS f) Details of its Directors, Managing Directors, Manager and Secretary, past and present In respect of details of past and present members it isnecessary to give the full details only once in six years. For theintervening period of five years, it is adequate if only the details ofchanges are given. The Format of Annual Return is prescribed in Part II ofSchedule V to the Act [section 159 (2)]. The Same sub-section alsoallows certain amount of flexibility in the format by stating thatReturn should conform to the prescribed form or, “as near theretoas circumstances admit”. This means that if any informationrequired to be given in the Annual Return does not fit into theformat, necessary modifications may be made in the format by thecompany concerned. The Annual Return should be made up to earlier of thefollowing dates: I. The date of the latest Annual General Meeting ; or II. The latest date on which the Annual General Meeting of the company should have been held under the provisions of section 166 of the Act. The date under (II) above is applicable only in case thecompany fails to hold the Annual General meeting within the timeprescribed under section 166 of the Act. In other words, if theP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 37
  38. 38. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERScompany has not been able to hold the Annual General Meetingwithin the time prescribed under section 166, it will be required,nevertheless to prepare the Annual Return made up to the latestallowed date for holding the Annual General Meeting under thatsection and file it with the Registrar. The only exception to this rule is in case of an extension oftime for holding the Annual General Meeting granted by theRegistrar. Annual Return is required to be attached with the e-form 20Bwith in 60 days from the date of the Annual General Meeting and ifno Annual General Meeting is held then within 60 days from thedate on which the AGM ought to have been held. In case the Annual General Meeting is held and adjourned, theAnnual Return should be made up to the date of the originalmeeting. The Annual Return should be signed by two officers of thecompany consisting of: i. The Manager or Secretary of the company; andii. A Director of the company.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 38
  39. 39. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS If the company does not have a Manager or Secretary, the AnnualReturn should be signed by two Directors, one of whom should bethe Managing Director, where there is one. Thus, it can be seen that the primary responsibility for signingthe Annual Return is vested in the Manager or Secretary of thecompany as also the Director / Managing Director. It is customaryfor the Secretary to sign the Annual Return in the case ofcompanies where there is a Secretary, though he is bracketed alongwith the Manager. Only in cases where a company does not haveSecretary, the Return is to be signed by two Directors including aManaging Director, where there is one. In addition to the above officers to the company, the proviso tosection 16(1) of the Act requires that the Annual Return should alsobe signed by a Secretary in whole-time practice, in the case ofcompanies whose shares are listed on a recognized Stock Exchange. Section 162 of the Act, prescribes penalty where a companyfails to comply with any of the provisions contained in Sections 159,160, or 161. Accordingly, the company and every officer of thecompany who is in default shall be punishable with fine which mayextend to Rs. 500/- for every day during which the defaultcontinues. Section 628 deals with penalty for false statements. Accordingto this section, if in any return, report, certificate, balance sheet,P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 39
  40. 40. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSprospectus, statement or other document, required by or for thepurposes of any of the provisions of the Act, any person makes astatement- a) Which is false in any material particular, knowing it to be false ; or b) Which omits any material fact, knowing it to be material; He shall except as otherwise expressly provided in the Act, bepunishable with imprisonment for a term which may extend to twoyears and shall also be liable to fine. Every company should maintain copies of all annual returnsalong with copies of certificates and documents required to beannexed thereto at the registered office of the company. The copies of annual returns and certificates required to beannexed thereto should be open for inspection during the businesshours of the company, subject to such reasonable restrictions asthe company may impose by its articles or in general meeting sothat not less than 2 hours in each working day of the company areallowed for inspection. Members or debenture holders can inspect the annual returnswithout payment of any fee and any other person can inspect theannual returns on payment of the requisite fee.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 40
  41. 41. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Copies of the last 8 annual returns and all certificates anddocuments required to be annexed thereto should be preserved inthe custody if secretary of the company or any other personaauthorized by the Board for the purpose.(10) Minutes Books: Every company must maintain minutes books for recordingthe minutes of proceedings of all general meetings of theshareholders and of all proceedings of every meeting of its Board ofdirectors or every committee of the Board (Section 193). Theminutes must be entered in the minutes book within 30 days of themeeting. The pages of a minutes book must be consecutivelynumbered. Each page of the minutes book must be initialed and thelast page of the record of proceedings of each meeting in theminutes books must be dated and signed.  In the case of minutes of Board or Committee meetings by the Chairman of the side meeting or of the next meting; and  In the case of minutes of general meetings by the chairman of the same meeting within 30 days of the meeting and in the event of his death or inability of that chairman within that period, by any director so authorized by the board for the purpose. The minutes books should be kept at the registered office ofthe company. These are primary documents and an evidence of theproceedings recorded their in and when the minutes are duly drawnP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 41
  42. 42. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSand and signed, presumptions as specified in section 195 of the Actmay be drawn until the contrary is proved. According to sub-section (4) of section 193, in the case ofBoard meeting or of a committee of the Board the minutes shall alsocontain –  The same of the directors present at the meeting; and  In the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring in, the resolution. Sub-section (5) of the section prohibits the inclusion in anyminutes of any matter, which, in the opinion of the chairman of themeeting- • Is or could reasonably be regarded as defamatory of any person; • Is irrelevant or immaterial to the proceedings; or • Is detrimental to the interest of the company. It has been explained at the end of this sub-Section that thechairman shall exercise an absolute discretion in regard to theinclusion or non-inclusion of any matter in the minutes on thegrounds specified in this sub-Section. Sub-section (6) imposes a fine of five hundred rupees fordefault in complying with the provisions of Section 193.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 42
  43. 43. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Section 193 of the Companies Act, 1956, envisages minutes tobe kept in a book. However, the Department of Company Affairs ha,by its letter No. 16047/TA.VII, dated 16th December, 1972, clarifiedthat the minutes can be maintained by a company in the loose-leafform, provided it complied with the other procedural requirementsof the section and at the same time took all possible safeguardsagainst manipulation or interpolation of the minutes and bound upthe loose-leaves in nooks at reasonable intervals, say, six months. Section 194 lays down that the minutes of meetings kept inaccordance with the provisions of Section193 shall be evidence ofthe proceedings recorded therein. According to Section 195of the Act, where minutes ofproceedings of any Board / committee / general meeting have beenkept in accordance with the provisions of Section 193 of the Act,the, until the contrary is proved, the meeting shall be deemed tohave been duly called and held, and all proceedings threaten tohave duly taken placer, and in particular all appointments ofdirectors or liquidators made at the meeting shall be deemed to bevalid. Section 196 requires that the minutes books or proceedings atgeneral meeting must be kept open for inspection at the registeredoffice of the company for at least two hours everyday. A member canP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 43
  44. 44. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSask for a copy of the minutes at a notice of 7 days on payment ofsuch sum as may be prescribed for every hundred words or fractionthereof. The Central Government has vide notification dated13-7-88 w.e.f. 15-7-99 prescribed a sum of Re. 1 for every 100words for taking a copy of the minutes herein. However, the minutebooks of Directors’ meeting cannot be inspected by the members. In case of refusal the company, and officer of the companyshall be liable to a fine up to Rs.5000/- . In case of such refusal,the company Law Board may, by order, compel an immediateinspection of the minute books or direct that the copy required shallforthwith be sent to the person requiring it. The minute books ofdirectors’ meetings are not available for inspection, except todirectors.(11) Register of Postal Ballot [Section 192A and the companies(Passing of the resolutions by postal ballot) Rules, 2001]: As per Section 192A, a listed public company shall, in the caseof resolutions relating to such business as the central governmentmay, by notification, declare to be conducted only by postal ballot,get such resolutions passed by means of a postal ballot, instead oftransacting the business in general meeting of the company. Inrespect of resolutions not specified by the Central government, alisted company may at its discretion get the resolution passed bypostal ballot.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 44
  45. 45. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Section 192A read with Rule 5(e) Companies (Passing of theresolutions by postal ballot) Rules, 2001, the scrutinizer shallmaintain the register of postal ballot in which there shall be enteredthe following. a) Particulars in respect of consent or dissent received, including electronic media. b) Name and address of shareholders. c) Folio number d) Number of shares held e) Nominal value of shares. f) Whether the shares have voting rights (differential voting or non-voting rights) Scrutinizer shall also maintain record for postal ballot whichare received in defaced or mutilated form. In addition to aforesaid particulars the register of postal ballotshould also be in conformity with the Companies (Passing of theResolutions by Postal Ballot) Rules, 2001. The Appendix to the rulesprovides. a. Method of sending notice, b. Applicability of rules, c. The list of businesses in which the resolutions shall be passed through postal ballot,P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 45
  46. 46. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS d. Procedure to be followed for conducting business through postal ballot. The register, postal ballot forms and all other related recordsare not available for inspection. All postal ballot forms should be authenticated by thescrutinize. Entries in the register should be authenticated by theScrutinizer. Register of postal ballot should be kept at the registered officeof the company and will be kept under the safe custody of thescrutinizer till the chairman considers, approves and signs theminutes of the meeting. Thereafter, the scrutinizer shall return theregister to the company so as to preserve such register safely till theresolution is given effect to. The Scrutinizer’s report and office copies of he notices shouldbe preserved in good order until the resolution has beenimplemented or for a period of 10 years. Which is later.(12) Books of Account: Section 209(1) of the Act states that a company shall maintainsuch books as will give a true and fair view in respect of: a) All sums of money received and expended by the company and the matters in respect of which the receipts and expenditures takes place; b) All sales and purchases of goods by the company; andP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 46
  47. 47. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS c) All assets and liabilities of company ; and d) Such particulars regarding utilization of material or labor or other items of cost as may be prescribed by the Central Government in respect companies which are required to keep cost accounts. These books must be preserved for a minimum period of 8years immediately preceding the current year. The books are opento inspection by directors. Under Section 209A the Registrar andofficers authorized by the Central Government and such officers ofthe SEBI as may be authorized by it, can inspect the books ofaccounts and other books and papers of a company kept undersection209 of the Act, These books are normally kept at theregistered office of the company but the Board of directors maydecided to keep all books of account or any of them at a place otherthan the registered office provided the Registrar is informed inelectronic Form No. 23AA of the Companies (Central Governments’ )General Rules and Forms, 1956 within seven days of its decision. Sub-section (6) of Section 209 provides that the followingpersons shall be responsible for keeping the nooks of accounts andsecuring compliance by the company with the requirement of theAct: a) Where the company has a managing director or manager, such managing director or manager and all officers and other employees of the company; andP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 47
  48. 48. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS b) Where the company has neither a managing director nor a manager, every director of the company. Where a company has a branch office then the nooks ofaccount can be kept at such branch also, but properly summarizedreturns made up to date, at intervals of not more than threemonths, have to be sent by the branch office to the company atregistered office or to other place where books of accounts of thecompany as mentioned above are maintained. The purpose of thisprovision is that entire picture of the accounts of the company beavailable at one place for those who are inspecting the books ofaccount. The books of account together with vouchers, records andpapers relevant to any entry in the books, should be preserved for aperiod of not less than 8 years immediately preceding the currentaccounting year. The penalty for the contravention of this section isimprisonment up to 6 months or fine up to Rs. 10000/- or both tothe persons responsible for the default as indicated in Sub-section(6) of Section 209 of the Act.(13) Cost Record: As would be seen from sub-Para (d) above under the head“books of account” a company is required to keep such particularsP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 48
  49. 49. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSregarding utilization of material, labor or other items of cost as maybe prescribed by the Central Government. The Central Governmentso far has prescribed the maintenance of such records in somenotified industries like cycles, refrigerators, caustic soda, vanaspati,bulk drugs, cotton textiles, milk food, fertilizers etc. For thispurpose, separate rules have been framed for each such industry.The cost records kept under sub-section (1) (d) of Section 209 aregoverned by the same provision relating to maintenance,preservation, inspection and penalty etc. as are applicable to booksof account.(14) Register of Particulars of Contracts in which Directors areinterested (Section 301): Every company must maintain the register to record thefollowing particulars; a) The date of the contract or arrangement in which directors are interested ; b) The names of the parties to such contracts or arrangements; c) The principal terms and conditions thereof; d) The date when the contract of this type was placed before the Board of directors; and e) The names of the directors voting for or against the contract or arrangement and the names of those remaining neutral.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 49
  50. 50. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Entries relating to contract or arrangement must be madewithin seven days from the date on which the contradict orarrangement is approved by the Boards wherever applicable or inrespect of other contract within 30 days of the date of the contract. The previous approval of the Central Government is necessaryin case of a company having paid-up share capital or Rupees onecore or more, entering into contracts in which directors areconcerned or interested as per the proviso to Section 297 (1). This is the only register which requires to be signed by all thedirectors present at the Board meeting following the meeting inwhich the contract and copies can be taken in the same manner bythe members of the company as in the case or register of members.If default is made in the maintenance of this register, the companyand every officer in default shall be liable for a fine up to Rs. 5000/-each and for refusal of inspection etc., fine up to Rs. 500/- per dayof default. Entries in the register should be authenticated by thesecretary of company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry. The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 50
  51. 51. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS(15) Register of Directors, etc.: As per Section 303 of the Companies Act, 1956, everycompany must keep at its registered office, a Register of Directors,Managing Director, Manager and Secretary. The necessaryparticulars regarding name, surname, in the case of a women, herhusband’s name, nationality occupation, usual residential address,managerial position in other companies and date of birth in thecase of public company, must be entered in the register. Besides,the names and particulars of directors nominated have also to beincluded in the register. Every company, is required to sendelectronically a return giving the particulars contained in theregister to the Registrar. Any changes in the managerial proneshould also be intimated to the Registrar. The time allowed forfilling the returns is 30 days and so is for notification of a change inthe managerial personnel. The register can be inspected bymembers free of change, and buy outsiders on payment of a fee ofRe. 1. However, there is no provision for supplying of copies orextracts from this register. Apart from this, the registrar is alsorequired to keep a register for entering particulars received inrespect of directors. The register is also open to inspection onpayment of prescribed fee. With the launch or MCA-21 project,users shall have facility for public inspection through electronicmeans.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 51
  52. 52. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry. The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose. If default is made in the maintenance of this register, thecompany and every officer in default shall be liable for a fine up toRs 500/- for every day during which the default continues.(16) Register of Directors Shareholdings: This register is to be maintained according to Section 307.Every company shall keep a register showing, in respect or eachdirector of the company, the number, description and amount ofany shares in, or debentures of the company or any other bodycorporate, being the company’s subsidiary or holding company, or asubsidiary of the company’s holding company, which are held byhim or in trust for him, or of which he has any right to become theholder whether on payment of not [Section 307 (1)]. The purpose of maintenance of this register must beunderstood. The directors of the company during the course of theirduties come to know about the present and the future policy of thecompany and the way in which it is going and it intends to go. Inorder to prevent any misuse of the position resulting in anyP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 52
  53. 53. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSdishonest financial gain by dealing in the shares of the company,and of its subsidiaries, it is prescribed that all transactions relatingto the Directors shareholding must be reported to the company andthe same must be entered in the register. The register containing these particulars must be kept openfor inspection by members and debenture holders for a period of 17clear days – 14 days before the annual general meeting and 3 daysafter it (Saturdays and Sundays should be disregarded for thepurpose of counting this period ). The register will always be open toinspection by the Registrar or any person authorized by the Centralgovernment. Further, the Registrar or the Central Government cancall for a copy of this register or any part thereof. However,members have not been given any such right of getting copies orthis register or extracts thereof. The most important part of the legal requirements inconnection with this register is that the nature and extent of anyinterest or right in or over any shares or debentures recorded inrespect of a director in the said register shall, if he so requires, beindicated in the register. These provisions are applicable to amanager as they apply to directors. Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 53
  54. 54. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board of the purpose.(17) Register of Investment, Loan Made, guarantee given orSecurity Provided to Other Body Corporate: The Companies (Amendment) Act, 1999 has inserted section372A in the companies Act, 1956. As per Sub-section (5) of Section372A of the Companies Act, 1956, every company shall keep aregister showing the following particulars in respect of everyinvestment made in the securities of other bodies corporate, all theloans given to other bodies corporate, guarantees given and securityprovided in connection with loans made by other persons to, or toany other persons by, the company:  The name of the body corporate ;  The amount, terms and purpose of the investment or loan or security or guarantee;  The date on which the investment or loan has been made; and  The date on which the guarantee has been given or security has been provided in connection with a loan.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 54
  55. 55. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS The particulars above shall be entered in the register inchronological order within seven days. The register shall be kept at the registered office of thecompany and shall be open to inspection at such officer andextracts may be taken there from and copies thereof may berequired by any member of the company in the same manner as inthe case of register of members. If default is made in the maintenance of this register, thecompany and every officer of the company who is in default shall bepunishable with fine which may extend to five thousand rupees andalso with a further fine which may extend to rupees five hundred forevery day during which the default continues. Entries in the register should be authenticated by thesecretary or the company or by any other person authorized by theBoard for the purpose, by appending his signature to each entry. The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose.(18) Register of Renewed and Duplicate Certificates:  The name(s) of the person(s) to whom the certificates were issued.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 55
  56. 56. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS  The numbers and date of issue of the share certificate in lieu of which the new certificates have been issued.  The number and date of the new share certificate and the number of shares it covers. The register should be maintained at the registered office ofthe company. The register is not open for inspection. All entries in this register are required to be authenticated bythe secretary or any other person authorized by the Board ofdirectors. The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose.(19) Register of records and documents destroyed [Section 163and the companies (Preservation and disposal of Records)Rules, 1966]: As per rule 4 of the Companies (Preservation and disposal ofRecords) Rules, 1966, a company shall maintain a register orrecords and documents destroyed, which should indicate thefollowing; a) Particulars of documents destroyed b) Date and mode of destruction with the initials of secretary or other authorized person.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 56
  57. 57. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS The register is not open for inspection. All entries made in the register shall be authenticated by thesecretary or such other person as may be authorized by the Boardfor the purpose. Contravention of any of these rules shall bepunishable with fine which may extend to five hundred rupees. The register should be preserved permanently and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose.(20) Register of sweat equity shares [Section 79A and theUnlisted Companies (Issue of Sweat Equity Shares) Rules,2003]: The company shall maintain a register of sweat equity sharesissued under section 79A in the form specified in Rule 5 of theUnlisted Companies (Issue of sweat Equity Shares) Rules, 2003 inwhich there shall be entered the following particulars: a) Serial number b) Folio number or certificate number c) Date of passing of resolution d) Date of issue of sweat equity shares e) Name of the allotted f) Status of the allottee - whether director or employee g) Reference to entry in register or membersP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 57
  58. 58. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS h) Number of sweat equity shares issued i) Face value of the shares j) Price at which shares issued k) Total consideration paid by employee / director l) Lock in period till which date The register should be open for inspection during the businesshours of the company, subject to such reasonable restrictions asthe company may impose by its articles or in general meeting sothat not less than 2 hours in each working day of the company areallowed for inspection. Members can inspect the register without payment of any free.Copies of the register can be demanded by any person whoinspects the register. Entries in the register should be authenticated by thesecretary of the company or by any other person authorized by theBoard for the purpose, by appending his signature to reach entry. The register should be preserved for a period of 8 years fromthe financial year in which the latest entry is made and should bekept in the custody of the secretary of the company or by any otherperson authorized by the Board for the purpose.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 58
  59. 59. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSNON-STATUTORY BOOKS: With a view to keeping proper records, companies invariabilitymaintain certain other addition to statutory books. Without thesebooks, the efficiency of the company may be adversely affected ansecretary and secretary’s work hampered. Here theoretical explanation about optional books, which aremaintained by Miven Machine Tools Ltd., mentioned. They are: 1. Register of Transfer. 2. Register of Directors attendance book. 3. Register of attendance of shareholders. 4. 1. Register of Transfer : According to companies Act, 1956, every transfer ortransmission lodged with the company must be processed and theP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 59
  60. 60. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSrelevant share certificates duly endorsed must be sent to thetransferee within 2 months. However, those companies whosesecurities are listed on one or more recognized stock exchanges, arerequired to complete this process within 30 days of the lodgment ofthe transfer deed. Every time share transfer or transmission are received in theoffice of the company or in the office of the share transfer agent orRegistrar of companies, their details are entered in this register andon specific intervals, this is placed before the board or a committeeof the board looking after the share transfer or transmission work,which is pursued along with the share transfer or transmission ofthe share is approved by the or the committee or the Agent orCompany Secretary if authorized by the BOD, the register isinitiated by chairman of the meeting and the last page or theregister is signed with date by the chairman of the Board orCommittee or the person authorized in this regard. Usual columnsin this register are:  Serial number of share transfer or transmission.  Date of registration of transfer.  Date of Board Meeting at which the transfer was passed.  Name and address of transferor.  The amount paid on each shares, if shares are partly paid.  The number of shares transferred with distinctive numbers.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 60
  61. 61. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS  The name, address and description of transferee. 2. Register of Directors attendance book: A company must possess proof of evidence of the fact that aparticular board meeting, the directors who were present, absentand who had sought leave of absence from the because of theirinability to attend a meeting. If a t any stage, the board declares vacant the office of anyoneof its directors, the company must have a proper record orattendance of its directors at each board meeting to establish theparticular director had in fact absented, without leave of the board,from all the meeting for the specified period of time. In compliancewith the provisions of Sub-Sec. (4) of Sec. 193 of the CompaniesAct, the minutes of each board meeting contain the names of all thedirectors present at the meeting. In fact minutes of each boardmeeting commence with the caption “Directors present at themeeting”. In a view of the above provisions, a practice has beenestablished with companies to keep a directors attendance book, inwhich attendance of each directors is marked by writing his namebelow details of the meeting. Signature of all the directors attendingboard meeting are obtained by the Company Secretary before thecommencement of the meeting.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 61
  62. 62. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS 3. Register of attendance of shareholders : For keeping proper records of the members attending everygeneral meeting of company, a register referred to as “Register ofattendance of shareholders” is maintained. Secretarial staff present at the venue of each general meetingof a company takes the signature of the members or proxies comingfor attending the meeting before they enter the meeting hall. The register has the following details:  Name of the shareholder Folio No. of shareholder.PENALTIES IMPOSED ON STATUTORY BOOKSSec. 49 – Investment of Company not to Be Held in its own Name: If default is made in complying with any of the requirements of sub-sections(1) to (8), the company, and every officer of the company who is in default, shallbe punishable with fine which may extend to Rs. 50,000/-.Sec. 58A – Register of Fixed Deposit: The company shall be punishable with fine which shall not be less thantwice the amount in relation to which the repayment of the deposit has not beenmade, and out of the fine, if released, an amount equal to the amount in relation toP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 62
  63. 63. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSwhich the repayment of deposit has not been made, shall paid by the Court, tryingthe offence, to the person to whom repayment of the deposit was to be made, andon such repayment, the liability of the company to make payment of the depositshall, to the extent of the amount paid by the Court, stand discharged; Every officer of the company who is in default shall be punishable withimprisonment for a term which may extend to five years and shall be liable to fine.The Company Shall Be Punishable: a) Where such contravention relates to the acceptance of any deposit, with fine which shall not be less than an amount equal to the amount of the deposit so accepted ; b) Where such contravention relates to the invitation of any deposit, with fine which may extend to one lakh rupees but shall not be less than five thousand rupees; Every officer of the company who is in default shall be punishable withimprisonment for a term which may extend to five years and shall also be liable tofine of Rs. 500/- and further fine of Rs. 50/- per day if default is continues.Sec. 77A - Register of Securities Bought Back: If a company acts in contravention of sub-section (1) to (3), the company,and every officer of the company who is in default, shall be punishable with finewhich may extend to Rs. 50,000/- or with imprisonment which may extend to twoyears, or with both.Sec. 143 – Register of Charges:P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 63
  64. 64. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS If any officer of the company knowingly omits, or willfully authorizes orpermits the omission of, any entry required to be made in pursuance of sun-section(1), he shall be punishable with fine which may extend to Rs. 500/-.Sec. 150 – Register of Members: If default is made in complying with sub-section (1), the company, andevery officer of the company who is in default, shall be punishable with fine whichmay extend to Rs. 500/- for every day during which the default continues.Sec. 151 – Index of Members: If default is made in complying with sun-section (1) or (2) or (3), thecompany, the every officer of the company who is in default, shall be punishablewith fine which may extend to Rs. 500/-.Sec. 152 – Register and Index of Debenture Holders: If default is made in complying with sub-section (1) or (2), the company,and every officer of the company who is in default, shall be punishable with finewhich may extend to Rs. 50/-.Sec. 157 – Foreign Register of Members or Debenture Holders: If default is made in complying with the requirements of sun-section (2), thecompany, and every officer of the company who is in default, shall be punishablewith fine which may extend to Rs. 50/- for every day during which the defaultcontinues.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 64
  65. 65. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERSSec. 163 – Register and Returns: The company, and every officer of the company who is in default, shall bepunishable, in respect of each offence, with fine which may extend to Rs. 50/- forevery day during which the refusal or default continues.Sec. 193 – Minutes Books: If default is made in complying with the foregoing provisions of this sectionin respect of any meeting, the company, and every officer of the company who isin default, shall be punishable with fine which may extend to Rs. 50/-.Sec.209– Books of Account: If any of the persons referred to sun-section (6) fails to take all reasonablesteps to secure compliance by the company with the requirements of this section,or has by his own willful act been the cause of any default by the companyhereunder he shall, in respect of each offence, be punishable with imprisonment fora term which may extends to 6 months or with fine which may extend toRs. 10,000/-, or with both. Provided that in any proceedings against a person in respect of an offenceunder this section consisting of failure to take reasonable step to secure complianceby the company with the requirements of this section, it shall be defence prove thatthe competent and reliable person was charged with the duty of seeing that thoserequirements were complied with and was in a position to discharge that duties. Provide further that no person shall be sentenced to imprisonment for anysuch offence unless it was committed willfully.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 65
  66. 66. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS If any person, not being a person referred to in sun-section (6), having beencharged by the managing Director, Manager or Board of Directors, as the case maybe, with the duty of seeing in doing so, he shall, in respect of each offence, bepunishable with imprisonment for a term which may extends to 6 months or withfine which may extend to Rs. 10,000/-, or with both.Sec. 301 – Register of Particulars of Contract in Which Directors areInterested: If default is made in complying with the requirements of sun-section (1), (2)or (3), the company, and every officer of the company who is in defaults, shall bepunishable with fine which may extend to Rs. 5,000/- and for refusal of inspectionetc., fine up to Rs. 500/- per day of default.Sec. 303 – Register of Directors: The company, and every officer of the company who is in default, shall bepunishable, in respect of each offence, with fine which may extend to Rs. 500/- forevery day during which the refusal or default continues.Sec. 307 – Register of Directors shareholdings: If default is made in complying with the sun-section the company, and everyofficer of the company who is in default, shall be punishable with fine which mayextend to Rs. 500/-.P.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 66
  67. 67. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS If default is made in complying with the sub-section (1), (2), or if anyinspection required under this section is refused, or if any copy required thereunder is not sent within a reasonable time, the company, and every officer of thecompany who is in default, shall be punishable with fine which may extend to fivethousand rupees and also with further fine which may extend to five hundredrupees for every day during which the default continues.Sec. 374 – Penalty for Contravention of Section 372 or 373: If default is made in complying with the provision of section 372 [excludingsub-section (6) and (7) or section 373, every officer of the company who is indefault, shall be punishable with fine which may extend to Rs. 5000/-. PENALTIES / FINES FOR NON- COMPLIANCE Statutory Books / Sl. No. Default / Penalty Registers 1. U/S 49, Register of If default is made in complying with investments not held in any of the provisions of sub-section company’s name. (1) to (8) of sec. 49. The CompanyP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 67
  68. 68. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS and every officer of the company who is in default, shall be punishable with fine which may extend to Rs. 50,000/- 2. U/S 58A, Register of Rs. 500 and also further fine Fixed deposits extending up to Rs. 50 for every successive day of default. 3. U/S 77A, Register of If company fails to maintain this Securities bought back. register then the company and every officer of the company who is in default shall be punishable with fine which may extend up to Rs. 50,000 or with imprisonment for a term which may extend up to 2 years or both. 4. U/S 143, Register of Every office of the company who Charges knowingly omits or willfully authorizes of permits omission of the entries required to be made in the register in punishable of the provision of sub-section (1) of Sec.143 shall be punishable with may extend to Rs. 500 If inspection is refused the companyP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 68
  69. 69. MAINTAINANCE OF STATUTORY BOOKS AND REGISTERS and every office of the company who is in default shall be punishable with fine which may extend to Rs. 50 and with further fine which may extend to Rs.20 for every day during which refusal continues and that the company law board may by order compel immediate inspection of Register of Charges. 5. U/S 150, 151 Register of Default in compliance with the Members provisions of sun-section (1) of Sec. 150 attracts penalty which may extend to Rs. 500/- for Every day during which the default continues. 6. U/S 152, Register of Default in compliance with the Debenture Holders. provisions of Sub-section (1) of 152 attracts penalty which may extend to Rs.50/- for every day during the which default continues. 7. U/S 157, Foreign Register If default is made in complying with of Members and the requirements of sub-section (2) to Debenture Holders. the company and every officer of the company who is in default, shall be punishable with fine which mayP.G.DEPARTMENT OF STUDIES IN COMMRERCE, KARNATAKA UNIVERSITY, DHARWAD 69

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