Running a successful business in India will require one to comply with the legislative requirements, meaning certain documents and registers must be maintained. It is essential for the regulatory, disclosure, and statistical purposes to retain these records and logs. Maintaining these documents helps maintain a company’s organized operations across the nation and even beyond borders.
Company law, 2013, mandates every company to maintain and update the records. The company needs to keep the documents and statements handy for each FY (financial year) in its registered headquarters that provide an accurate and realistic image of the organization’s state of affairs. It must include its subsidiaries and other offices.
The law also includes a clarification of transactions at its registered offices and its branches. Such accounts should be maintained on an accrual basis and with a double-entry bookkeeping scheme.
The Register refers to specific records of shareholders, managers, and meetings held by a company. In Addition to the usual accounting reports, these documents are often to be maintained by businesses.
Most businesses hold their statutory records in a loose-leaf or bound book, but they can retain it as a computer record. The Company Act of 2013 requires any company to supply these documents following approved fees, before ROC (Registrar of companies).
Registers to be maintained under the Companies Act, 2013
1. Register of the company
Each company that accepts deposits must maintain one or more records in its registered office for deposits that have been accepted and/or upgraded for 8 years. This term shall be from the FY (financial year) in which the registration was made. Such a list must contain follow-ups with depositors –
- Name, PAN and address of the depositors;
- For minors, guardian details;
- Particulars of the nominee;
- ate and amount of each deposit;
- Deposit receipt number;
- Interest rate;
- Duration of such deposit:
- Repayable date;
- The due date for interest payment;
- The payment date of interest owing;
- Details concerning deposit insurance;
- Aspects of charge/ security created;
- Other information for deposit.
The company’s directory, Secretary, or any other official permitted to do so shall authenticate all entries entered in this Register.
2. Register of Members
Every organization must maintain and update the following records about its members:
- Member Registers separately for the preference shares and equity shares.
- Debenture holders’ registers
- Register for other security holders
- The registers must have the name indexes.
Therefore, if a corporation does not have the share capital, the Member’s Register must include the following information for each member:
- Name, address, E-mail, PAN, UIN, CIN, Occupation, Nationality, Father’s/Mother’s Name/Spouse’s Name,
- Date of commencement of membership
- Date of cessation of membership
- Other details as necessary
3. Register of directors and key managerial personnel
The company law 2013 requires each company to establish and maintain a record in its registered office, containing information on the directors and the KMP (keys managerial staff), which should provide information on the shares owned by them in the company or subsidiary of the company, holding company, associate company or subsidiary.
Under Rule 17 of the Rules of Procedure for Companies (Entry and Qualification of Directors), 2014, the following information is held in the registry of the company’s registered office:
- DIN (Director Identification Number);
- Name and surname;
- Any previous name or surname;
- Father’s name, mother’s name and spouse’s name;
- Date of birth;
- Nationality (including the nationality of origin, if different);
- Residential address (present as well as permanent);
- The time of board resolution where the appointment was made;
- Date of appointment and reappointment;
- Date of cessation of office and reasons therefore.
4. Register of charges
A company’s Register of fees must be kept in Form No. 7. CHG. This Register shall contain details of charges reported with the Registrar about land, inventory, companies, or companies, as well as property information obtained and subject to fees and information of adjustments or satisfaction of any fee.
The registry of charges must be held indefinitely at the company’s registered office; however, the charging instrument must be retained for eight years from the date that the company performs the fee.
5. Register of Renewed and Duplicate Share Certificates
Particulars of each of the share certificates issued:
A registry for Renewed and Dual Share Certificates must be included in the Form SH.2 in return for certificates which are combined or sub-divided or instead of certificates which are disfigured, daubed, aged, bent, worn-out, decrepit or where cages are adequately used for the registration transfers instead of certificates that are destroyed or lost.
Forms No SH.2, specify the date of issue and number of certificates instead of new ones and the required changes specified in the Members’ Register by appropriate cross-references in the Remarks column against the name of the person to whom the certificate has been issued.
Maintaining such a register will require one to consider the following;
- The Register shall be permanently retained and held in the custody of the corporate Secretary or any other person so allowed by the corporate Board of directors.
- All entries made in this registry shall be authenticated by the Company Secretary or the individual approved by the company board.
- Such a register must be held at the registered office of the company or where it is stored.
6. Register of Employee Stock Options
Under the rules of the company law, the company is expected to maintain the Employee Stock Options Register in the form No in 2013. SH.6 and the particulars of an option given must be entered. Such a register must be kept at the company’s registered office or any other location in the Board’s discretion. The Register’s entries must be checked in that regard by the Company Secretary or the person approved by the Board of the Company.
7. Register of Shares/Other Securities Bought Back
Following the Company Act 2013, a SH 10 company must maintain a registry of shares and other securities repurchased. The details that must be included are:
- Date when the special resolution was passed along with authorizing the buyback of securities.
- Date mentioning the Board’s approval
- Description of the shares or other securities bought back by the company
- Number and price of stocks or other securities authorized for buyback
- Date indicating the opening and closing of the buyback offer
- The time that states when the buyback was completed