REGISTER OF MEMBERS

A. Every company shall keep and maintain the following registers, namely:—

(a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;

(b) register of debenture-holders; and

B. Every register maintained under sub-section (1) shall include an index of the names included therein.

COMMENT: INDEX OF NAMES TO BE INCLUDED IN REGISTER

(1) Every register maintained under sub-section (1) of section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found:

Provided that the maintenance of index is not necessary in case the number of members is less than fifty.

(2) The company shall make the necessary entries in the index simultaneously with the entry for allotment or transfer of any security in such Register.

C. The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purposes of this Act.

D. A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called "foreign register" containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

COMMENT: FOREIGN REGISTER OF MEMBERS, DEBENTURE HOLDERS, OTHER SECURITY HOLDERS OR BENEFICIAL OWNERS RESIDING OUTSIDE INDIA

(1) A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the "foreign register").

(2) The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.MGT.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.

(3) A foreign register shall be deemed to be part of the company's register (hereafter in this rule referred to as the "principal register") of members or of debenture holders or of any other security holders or beneficial owners, as the case may be.

(4) The foreign register shall be maintained in the same format as the principal register.

(5) A foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall be inserted in at least two newspapers circulating in the place wherein the foreign register is kept.

(6) If a foreign register is kept by a company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding.

(7) Entries in the foreign register maintained under sub-section (4) of section 88 shall be made simultaneously after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

(8) The company shall—

(a) transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and

(b) keep at such office a duplicate register of every foreign register duly entered up from time to time.

(9) Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.

(10) Subject to the provisions of section 88 and the rules made thereunder, with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.

(11) The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.

E. If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.

COMMENT: REGISTER OF MEMBERS

(1) Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT.1:

¹[“Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Ac t, 1956 shall be transferred to the new register of members in Form No.MGT-1 and in case additional information, required as per provisions of the Act and these rules, is provided by the members, such information may also be added in the register as and when provided.”;]

(2) In the case of a company not having share capital, the register of members shall contain the following particulars, in respect of each member, namely:-

(a) name of the member; address (registered office address in case the member is a body corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if any; Father’s/Mother’s/Spouse’s name; Occupation; Status; Nationality; in case member is a minor, name of the guardian and the date of birth of the member; name and address of nominee;

(b) date of becoming member;

(d) amount of guarantee, if any;

(e) any other interest if any; and

(f) instructions, if any, given by the member with regard to sending of notices etc:

²[“Provided that in the case of a company existing on the date of commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, 1956 shall be transferred to the new register of members in Form No.MGT-1 and in case additional information, required as per provisions of the Act and these rules, is provided by the members, such information may also be added in the register as and when provided.”.]

All about Statutory Registers to be Maintained by the Company Under Companies Act, 2013 In India

What are the Statutory Registers?

♦ According to the Companies Act, Statutory Registers are the registers which contains the specific record of the company’s shareholders, directors, deposits, loan & guaranty etc. and are placed at the Registered Office of the Company.

Why Statutory Registers are required to be maintained?

♦ For good corporate governance and to avoid the penalties, it is always advised to maintain the Statutory Registers.

♦ A company shall maintain only those Statutory Registers which are applicable to them according to the business and transactions.

Statutory Registers required to be kept & maintained under Section 88:

· Statutory Registers required to be kept & maintained under Section 88:

o 1. Register of Members

o 2. Register of Debenture-holders

o 3. Index of Members & Debenture-Holders

o 4. Register & Index of Beneficial Owner

o 5. Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing Outside India

o 6. Registers of Renewed & Duplicate Share Certificates

o 7. Registers of Deposits

o 8. Registers of Employee Stock Option (ESOP)

o 9. Registers of Sweat Equity Shares

o 10. Registers of Securities Bought Back

o 11. Registers of Charges

o 12. Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding

o 13. Registers of Loan & Guarantee

o 14. Registers of Investments of the Company Not Held in Its Own Name

o 15. Registers of Contracts & Arrangements in which Directors Are Interested

1. Register of Members

2. Register of Debenture-holders

3. Index of Members & Debenture-Holders

· There is no format as such for Index and rest things are all similar to Register of Members.

4. Register & Index of Beneficial Owner

The Company is required to maintain the Register and Index of Beneficial Owners in which entries shall be made for the beneficial owner of the shares of the Company where the share certificates are issued in the name of some other person.

o There is no format as such for Index and rest things are all similar to Register of Members.

5. Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing Outside India

The Company requires to maintain the Index of Members and debenture-holders in which serial wise entries shall be made for members and debenture-holders.

o There is no format as such for Register of Foreign Members etc. and rest things are all similar to Register of Members.

6. Registers of Renewed & Duplicate Share Certificates

7. Registers of Deposits

· There is no format as such for Register of Deposits and rest things are all similar to Register of Members except for the clause of Inspection and Penalty as there is nothing prescribed under Law.

8. Registers of Employee Stock Option (ESOP)

The Company requires maintaining the Register of Employee Stock Option providing all the details regarding the issue, e.g. Name of the Employees to whom the shares have been allotted, Employee Code, Number of Shares allotted, Lock-in period, if any etc.

· There is no format as such for Register of ESOP and rest things are all similar to Register of Members except for the clause of Inspection and Penalty as there is nothing prescribed under Law.

9. Registers of Sweat Equity Shares

10. Registers of Securities Bought Back

11. Registers of Charges

12. Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding

The Company is required to maintain the Register of Directors & KMP and their Shareholding describing the Details of Directors such as Name, Address, PAN etc. and their shareholding in the Company itself, its Associate Companies, Subsidiary Companies etc.

13. Registers of Loan & Guarantee

14. Registers of Investments of the Company Not Held in Its Own Name

It shall contain the particulars of the investment e.g. shares or other security which is beneficially held by the Company along with the reason for not holding it in its name. The Register shall also mention the relation under which the investment is held by the other person.

Registers of Contracts & Arrangements in which Directors Are Interested

Registers to be maintained:

Every company shall keep and maintain the following registers :—

(a) ROM indicating separately for each class of equity and preference shares held by each member residing in or outside India;

(b) Register of Debenture-holder and

(1) Every company shall, from the date of its registration, keep and maintain a register of its members in one or more books in Form No. MGT-1

In the case of existing companies, registered under the Companies Act, 1956, particulars shall be compiled within six months from the date of commencement of these rules.

(2) For Company not having share capital-

(a) ROM shall contain following Particulars:

· Name of the member;

· Address (registered office address in case the member is a body corporate);

· e-mail address;

· Permanent Account Number or CIN;

· Unique Identification Number, if any;

· Father’s/Mother’s/Spouse’s name;

· Occupation; Status;

· Nationality;

· in case member is a minor

v Name of the guardian and

v DOB of the member;

v Name and address of nominee;

(b) Date of becoming member;

(d) Amount of guarantee, if any;

(e) any other interest if any.

(f) Instructions, if any, given by the member with regard to sending of notices etc.

Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in one or more books in Form No.MGT-2

Maintenance of the Register of members etc. under section 88.

Every company shall maintain the registers in the following manner:-

(1) Entries after allotment or transfer of shares, debentures or other securities:

The entries in the registers maintained under section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

(2) Register at R.O/other place:

v Registers shall be maintained at the registered office of the company

v Registers shall be maintained at other place- If

A special resolution is passed in a general meeting authorizing the keeping of the register at

· any other place within the city, town or village in which the registered office is situate or

· any other place in India in which more than 1/10^th of the total members entered in the register of members reside.

(3) Other entries in ROM or in respective registers:

Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme or any of such scheme provided under this Act or by issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made within seven days after approval by the Board or committee, in the register of members or in the respective registers, as the case may be

(4) Change in Status:

If any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to transfer to Investor Education Protection Fund or due to any other reason, entries thereof explaining the change shall be made in the respective register.

(5) Reference of Order:

The necessary reference of order shall be indicated in the respective register –If

· any rectification is made in the register by the company pursuant to any order passed by the competent authority under the Act,

· any order is passed by any judicial or revenue authority or by Security and Exchange Board of India (SEBI) or Tribunal attaching the shares, debentures or other securities and giving directions for remittance of dividend or interest

(6) Particulars of pledge/charge/Lien/hypothecation created by promoter:

In case of companies whose securities are listed on a stock exchange in or outside India, the particulars of any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein shall be entered in the register within fifteen days from such an event.

If promoters of any listed company, which has formed a joint venture company with another company have pledged or hypthoticated or created charge or lien in respect of any security of the listed company in connection with such joint venture company, the particulars of such pledge, hypothecation, charge and lien shall be entered in the register members of the listed company within fifteen days from such an event.

Corresponding register and index:

Every register maintained shall include an index of the names included therein.

The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purpose of this act.

Index of names to be included in Register.

The maintenance of index is not necessary in case the number of members is less than fifty.

(2) The company shall make the necessary entries in the index simultaneously with the allotment or transfer of any security in such Register.

Foreign Register:

A company may keep a part of the register in any country outside India , if so authorized by its articles, in such manner as may be prescribed called “foreign register”, containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.

(2) The company shall file Form MGT-3 with the Registrar for

· notice of the situation of the office within 30 days from the date of the opening of any foreign register along with the fee as provided in Annexure B where such register is kept and

· any change in the situation of such office or of its discontinuance, within 30 days from the date of such change or discontinuance.

(3) A foreign register shall be

· deemed to be part of the company’s ROM or of Register Of Debenture holder or of any other security holders or BO.

· maintained in the same format as the Principal Register.

· open to inspection and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register

· closed but advertisement before closing the register shall be inserted in at least two newspapers circulating in the place where it is kept.

(4) If a foreign register is kept by a company in any country outside India, the decision of the appropriate authority in regard to the rectification of the register shall be binding.

(5) The company shall –

(a) transmit to its registered office in India a copy of every entry in any foreign register within 15 days after the entry is made; and

(b) keep at such office a duplicate register of every foreign register duly entered up from time to time.

(6) Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.

(7) with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.

(8) The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.

Authentication

(1) The Entries in the registers and index included therein shall be authenticated by-

· the company secretary of the company or

· any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.

(2) The Entries in the foreign register shall be authenticated by –

· the company secretary of the company or

· any other person authorised by the Board by appending his signature in each entry.

Declaration in respect of beneficial interest in any shares.-

(1) A person whose name is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares (hereinafter referred to as “the registered owner”), shall file with the company, a declaration to that effect in Form No.MGT.4 in duplicate, within a period of 30 days from the date on which his name is entered in the register of members of such company:

If any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No.MGT.4 in duplicate.

(2) Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company not registered in his name (hereinafter referred to as “the beneficial owner”) shall file with the company, a declaration disclosing such interest in Form No. MGT.5 in duplicate, within 30 days after acquiring such beneficial interest in the shares of the company.

If where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of 30 days from the date of such change, make a declaration of such change to the company in Form No.MGT.5 in duplicate

(3) Where any declaration under section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No.MGT.6 with the Registrar in respect of such declaration with fee.

CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE HOLDERS OR OTHER SECURITY HOLDERS.

(1) A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

(2) The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.

Penalty:

If a company does not maintain;

· a Register Of Members or

· a Register Of Debenture holders

· other security holders or

· fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2),

Company & Every officer of the company

Fine which shall not be less than Rs.50,000/- but which may extend to Rs3,00,000/- and Failure is a continuing one- fine which may extend to Rs.1000/- for every day, after the first during which the failure continues

DISCLAIMER: THE ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.

THE AUTHOR – CS DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS LLP) AND CAN BE REACHED AT CONTACTHHPRO@GMAIL.COM OR 9910248911.

REGISTER OF MEMBERS - A Complete Overview