Registers to Be Maintained Under CA 2013 PCA

8/12/2019 Registers to Be Maintained Under CA 2013 PCA

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REGISTERS TO BE MAINTAINED UNDER COMPANIES ACT 2013

By P C Agrawal,

B.Com., LL.B., CAIIB, FCS

[email protected]

Chap

-terSec-

tion

Rule Form Name of register Place where

to be kept

Open for inspection by Preservation

period

Penalty for default

III 42(9) 14(3) PAS-5 Register of private

placement offers

Not

specified

Not specified Not specified If a company makes an offer or accepts

monies in contravention of Section 42, the

company, its promoters and directors shall

be liable for penalty which may extend to

the amount involved in the offer or invitation

or Rs.2 crores, whichever is higher, and the

company shall also refund all monies to

subscribers within a period of 30 days of the

order imposing the penalty. [Section 42(10)]

If any provision of the Act or the rules made

thereunder is contravened for which no

penalty or punishment is provided elsewhere

in the Act, the company and every officer of

the company who is in default or such other

person shall be punishable with fine which

may extend to Rs.10,000 and where the

contravention is continuing one, with a

further fine which may extend to Rs.1,000

for every day after the first during which the

contravention continues. (Section 450)

IV 46 6(3) SH.2 Register of

Renewed &

Duplicate Share

Certificates

Registered

office

(or such

other place

where the

Register of

Members iskept)

Not specified Permanently

IV 54 8(14) SH.3 Register of Sweat

Equity shares

Registered

office

(or such

other place

as the Board

may decide).

Not specified Not specified

IV 62(1)

(b)

12(10) SH.6 Register of

Employees Stock

Options


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to be kept


period

Penalty for default

IV 68(9) 17 SH.10 Register of shares

or securities bought

back

Registered

office

Not specified Not specified If a company makes any default in complying

with the provisions of Section 68, the

company shall be punishable with fine which

shall not be less than Rs.1 lac but which may

extend to Rs.3 lacs and every officer of the

company who is in default shall be

punishable with imprisonment for a term

which may extend to 3 years or with fine

which shall not be less than Rs.1 lac but

which may extend to Rs.3 lacs, or with both.

[Section 68(11)]

V 73,

76

14(1) - Register of deposits Registered

office

Not specified For not less

than 8 years

from the

financial year

in which the

latest entry ismade in the

register.

If any provision of the Act or the rules made

thereunder is contravened for which no

penalty or punishment is provided elsewhere

in the Act, the company and every officer of

the company who is in default or such other

person shall be punishable with fine whichmay extend to Rs.10,000 and where the

contravention is continuing one, with a

further fine which may extend to Rs.1,000

for every day after the first during which the

contravention continues. (Section 450)

If the company or any other person

contravenes any provisions of the

Companies (Acceptance of Deposits) Rules

2014 for which no punishment is provided in

the Act, the company and every officer of

the company who is in default shall be

punishable with fine which may extend toRs.5,000 and where the contravention is

continuing one, with a further fine which

may extend to Rs.500 for every day after the

first day during which the contravention

continues. [Rule 21]

VI 85,

86

10 CHG.7 Register of charges Registered

office

By any member or

creditor without any fee;

or by any other person on

payment of fee subject to

such reasonable restric-

Permanently

(Instrument

creating or

modifying the

charge to be

If any company contravenes any provision of

Chapter VI, the company shall be punishable

with fine which shall not be less than Rs.1 lac

but which may extend to Rs.10 lacs and

every officer of the company who is in


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Chap

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to be kept


period

Penalty for default

tions as may be imposed

by articles.

preserved for

8 years from

the date of

satisfaction

of charge.)

default shall be punishable with

imprisonment for a term which may extend

to 6 months or with fine which shall not be

less than Rs.25,000 but which may extend to

Rs.1 lac or with both. (Section 86)

VII 88 3(1), 5,

6

MGT.1 Register of

members of a

company limited by

shares (with index

of names if no. of

members is not less

than 50.)

Registered

office

(unless special

resolution is

passed for

keeping the

register at any

other place

within the city,

town or village

in which the

registeredoffice is

situated or

any other

place in India

in which more

than one-

tenth of the

total

members

entered in the

register of

members

reside.)

Rule 14:

By any member,

debenture-holder, other

security holder or

beneficial owner without

payment of fee and by

any other person on

payment of such fee as

may be specified in the

Articles but not exceeding

Rs.50 for each inspection.

Rule 16:

Copy to be furnished to

any member, debenture-

holder, other security

holder or beneficial

owner of the company or

any other person on

payment of such fee as

may be specified in

Articles, but not

exceeding Rs.10 for each

page within 7 days of

date of deposit of fee tothe company.

Permanently

[Rule 15(1)]

If a company does not maintain the register

or fails to maintain in accordance with the

provisions of Section 88(1)/(2), the company

and every officer of the company who is in

default shall be punishable with fine which

shall not be less than Rs.50,000 but which

may extend to Rs.3 lacs and where the

failure is continuing one, with a further fine

which may extend to Rs.1,000 for every day

after the first during which failure continues.

[Section 88(5)]

VII 88 3(2), 5,

6

- Register of

members of a

company not

having share

capital (with indexof names if no. of

members is not less

than 50)

VII 88 4, 5, 6 MGT.2 Register of

debenture-holders

with index of

names

8 years from

the date of

redemption

of debentures

or securities

[Rule 15(2)]

VII 88 4, 5, 6 MGT.2 Register of other

security holders

with index of

names

VII 88 - - Record of beneficial

owner

Permanently

[Rule 15(1)]

VII 88 7 Same

form as

in India

Foreign Register

(of members,

debenture-holders,

other security

holders or

beneficial owners

residing outside

India)

In any

country

outside India

(if so

authorized

by Articles).

Duplicate

register of

Permanently


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to be kept


period

Penalty for default

foreign

register to

be kept at

registered

office.

VII 118 Expo-sure

draft of

SS-1*

Article

65 of

Table F

of Sche-

dule-I

- Attendance

Register of

Meetings of the

Board and

Committees

Registered

office

(or such

other place

as may be

approved by

the Board)

Not open for inspection At least for 8

years

(can be

destroyed

thereafter

with the

approval of

Board)

If any default is made in complying with the

provisions of Section 118 in respect of any

meeting, the company shall be liable to a

penalty of Rs.25,000 and every officer of the

company who is in default shall be liable to a

penalty of Rs.5,000. [Sec.118(11)]

If a person is found guilty of tampering with

the minutes of the proceedings of meeting,

he shall be punishable with imprisonment

for a term which may extend to 2 years and

with fine which shall not be less thanRs.25,000 but which may extend to Rs.1 lac.

[Sec.118(12)].

If inspection under Sec.119(1) is refused, or if

any copy required under sub-section (2) is

not furnished within the time specified

therein, the company shall be liable to a

penalty of Rs.25,000 and every officer of the

company who is in default shall be liable to a

penalty of Rs.5,000 for each such refusal or

default, as the case may be. [Sec.119(3)]

VII 118 21(1)(a) - Attendance register

of general meeting

Not specified Scrutiniser Not specified

VII 21(1)(a)

Para

7.9 of

Exposur

e Draft

of SS-2*

Register of Proxies Not specified Not specified Not specified

VII 118 25

Expo-

Sure

draft ofSS-1*

- Minute books

(of Board &

Committee

meetings)

At registered

office

(or such

place as

Board maydecide)

[Rule

25(1)(f)]

Can be inspected by:

- a director (formeeting held during

the period of his

directorship evenafter he ceases to be

a director)

- Practising CSappointed by the

company

- Secretarial auditor- Statutory auditor- Officers of Registrar

of Companies

- Other government or

Permanently


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to be kept


period

Penalty for default

regulatory bodies if so

authorized by the Act

However, member of

company is not entitled

to inspect.

(Para 7.7 of Exposure

Draft of SS-1*)

VII 118,

119

25 - Books containing

minutes of

proceedings of

general meeting of

a class of

shareholders or

creditors or of a

resolution passed

by postal ballot

Registered

office

(or such

other place

as may be

approved by

the Board)

[Rule

25(1)(e)]

Any member without

charge, subject to such

reasonable restriction as

the company may by

Articles or in general

meeting, impose, so

however, that not less

than 2 hours in each

business day are allowedfor inspection.

[Sec.119(1)]

Copy to be provided to

the member on payment

of fee specified in the

Articles subject to

maximum of Rs.10 for

each page or part

thereof. However, soft

copy of minutes of

meeting held during

immediately preceding 3financial years to be

supplied free of cost.

(Rule 26)

Following can also inspect

minutes:

- Practising CSappointed by the

company

- Secretarial auditor

Permanently

Minutes of

meetings of

transferor

company as

handed over

to the

transfereecompany

should also

be preserved

permanently

(Para 25.3 of

Exposure

Draft of SS-

2*)


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to be kept


period

Penalty for default

- Statutory auditor- Officers of ROC- Other government or

regulatory bodies

during course of

inspection

(Para 24 of Exposure

Draft of SS-2*)

XI 170,

171,

172

17 XI Register of

Directors & KMPs

and their

shareholding

Registered

Office

During business hours

and members shall have

a right to take extract

therefrom & copies to be

provided within 30 days.

Also to be kept open for

inspection at every AGM

and shall be madeaccessible to any person

attending the meeting.

(Sec.171)

Not specified If any inspection under Section 171(1)(a) is

refused or if a copy required is not sent

within 30 days, the Registrar shall on

application order immediate inspection and

supply of copies required.

[Sec.171(2)]

If a company contravenes any of theprovisions of the Chapter for which no

specific punishment is provided, the

company and every officer of the company

who is in default shall be punishable with

fine which shall not be less than Rs.50,000

but which may extend to Rs.5 lacs.

(Sec.172)

XII 186

(9)/

(10)

12 XII Register of loans &

investments

Registered

office

Open to inspection.

Extracts may be taken by

any member and copies

may be furnished to any

member on payment of

fee specified in Articles,not exceeding Rs.10 for

each page.

Permanently If a company contravenes provisions of

Sec.186, it shall be punishable with fine

which shall not be less than Rs.25,000 but

which may extend to Rs.5 lacs and every

officer of the company who is in default shall

be punishable with imprisonment for a termwhich may extend to 2 years and with fine


which may extend to Rs.1 lac. [Section

186(13)]

XII 187

(3)

14 MBP.3 Register of

companys

investments held

in demat form

Registered

office.

Any member or

debenture-holder

without any charge

during business hours

subject to reasonable

restriction as may be

Permanently If a company contravenes provisions of

Sec.187, it shall be punishable with fine


which may extend to Rs.25 lacs and every

officer of the company who is in default

shall be punishable with imprisonment for a


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Chap

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to be kept


period

Penalty for default

specified in Articles or in

general meeting.

term which may extend to 6 months or with

fine which shall not be less than Rs.25,000

but which may extend to Rs.1 lac or with

both. [Section 187(4)]

XII 189

(1)/

(4)

16 MBP.4 Register of

contracts or

arrangements in

which directors are

interested

Registered

office

Open for inspection

during business hours

and extracts may be

taken and copies may be

required by any member

[Sec.189(3)] Copy to be

provided within 7 days on

payment of fee specified

in Articles not exceeding

Rs.10 per page. [Rule

16(4)].

Register shall also beproduced at the

commencement of every

AGM and shall remain

open and accessible

during continuance of the

meeting to any person

having the right to attend

the meeting. [Sec.189(4)]

Permanently Every director who fails to comply with the

provisions of Section 189 and rules made

thereunder shall be liable to a penalty of

Rs.25,000. [Sec.189(6)].

Notes:

1) *Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) will be mandatory only after the same are

approved by ICSI and Central Government and notified under Section 118(10) of the Act.

2) As per Section120 of the Act, read with Companies (Management & Administration) Rules 2014 any document, record, register, minutes etc.

required to be kept by a company or allowed to be inspected or copies to be given to any person by a company under the Act, may be kept or

inspected or copies given, as the case may be, in electronic form.

***

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