| MANDATORY STATUTORY REGISTERS | |
| NAME OF THE REGISTER | BRIEF DESCRIPTION |
| 1. REGISTER OF RENEWED AND DUPLICATE SHARE CERTIFICATES: Section 46(3) of Companies Act, 2013 read with Rule 6(3)(a) of the Companies (Share Capital and Debentures) Rules, 2014 | · This register shall be maintain in Form SH-2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued.
· Register shall be kept at the Registered Office of company. · Register shall be preserved permanently. |
| 2. REGISTER OF SWEAT EQUITY SHARES: Section 54 of Companies Act, 2013 read with Rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014 | · This Register shall be maintained in Form SH-3.
· Register shall be kept at the Registered Office of company. |
| 3. REGISTER OF TRANSFER & TRANSMISSION: Section 56 of Companies Act, 2013 | · The Company should maintain separate register for Transfer & Transmission of Equity/ Preference Shares.
· Register shall be kept at the Registered Office of company. |
| 4. REGISTER OF EMPLOYEE STOCK OPTION: Section 62(1)(b) of Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 | · This Register shall be maintained in Form SH-6.
· Register shall be kept at the Registered Office of company.
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| 5. REGISTER OF SECURITY BUY BACK: Section -68 (9) of Companies Act, 2013 read with Rule 17 of Companies (Share Capital and Debentures) Rules, 2014 | · This Register shall be maintained in Form SH-10.
· Register shall be kept at the Registered Office of company. |
| 6. REGISTER OF DEPOSITS: Section 73 and 76 of Companies Act, 2013 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014 | · Company shall maintain register of deposits accepted or renewed.
· Register shall be kept at the Registered Office of company. · Register shall be maintained for at least 08 (Eight) years from the Financial Year in which the latest entry is made in the register. |
| 7. REGISTER OF CHARGES: Section 85 of Companies Act, 2013 read with Rule 10 of Companies (Registration of Charges) Rules, 2014 | · This Register shall be maintained in Form CHG-7.
· Register shall be kept at the Registered Office of company. · Register shall be preserved permanently. |
| 8. REGISTER OF MEMBERS: Section 88 (1)(a) of Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014 | · Every Company limited by shares shall maintain Register of Members in Form MGT-1.
· Company shall maintain separate register of debenture holders or security holders, in Form MGT-2 for each type of Debenture or other Securities. · Entries in the register will be made in 07 (seven) days from the date of approval of allotment, transfer of shares, debentures or any other securities. · The registers shall be maintained at the Registered Office of the company. · Register of Members (MGT-1) shall be preserved permanently. · Register of Debenture and Other Security holder (MGT-2) shall be preserved for 08 (eight) years from the date of redemption of Debenture and other Security. |
| 9. REGISTER OF DIRECTORS & KEY MANAGERIAL PERSONNEL: Section 170(1) of Companies Act, 2013 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014 | · Every Company limited by shares shall maintain Register of Directors in prescribed format.
· The registers shall be maintained at the Registered Office of the company. · Register shall be preserved permanently. |
| 10. REGISTER OF LOAN INVESTMENT AND GUARANTEE: Section186(9) of Companies Act, 2013 and read with Rule 12(1) of the Companies (Meeting of Board and its Powers) Rules, 2014 | · Every company giving loan or guarantee or providing security or making an acquisition under this section shall keep a register in Form MBP-2 which shall contain particulars of:
o Loan o Guarantee Given o Security provided o Investment made |
| 11. REGISTER OF INVESTMENT MADE BY A COMPANY NOT HELD IN ITS OWN NAME: Section 187(3) of Companies Act, 2013 read with Rule 14 of the Companies (Meeting of Board and its Powers) Rules, 2014 | · The general rule is that all the investments made by a company shall be made and held in its own name.
· Where any investments made by the company are not held in its own name, the company shall maintain a register in Form MBP-3 at its Registered Office, mentioning the reasons for holding the same in the name of third party. · Register shall be open for inspection by any member or debenture holder of the company without any fee during business hours. |
| 12. REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED: Section 189 of Companies Act, 2013 read with Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014 | · Every company shall maintain register(s) in Form MBP-4, and shall enter therein the particulars of agreements and contracts in which Directors are interested.
· The register shall be placed before next meeting of board and signed by all directors present at that meeting. · The register shall be preserved permanently. |
| MINUTES OF MEETING | |
| TYPE OF THE MEETING | BRIEF DESCRIPTION |
| GENERAL MEETING MINUTES
|
· Minute Book of General Meeting shall be preserved permanently.
· Minute Book of General Meeting shall be kept at Registered Office. · Minute Book of General Meeting shall be kept open, during business hours for inspection by any member without charge. · Company may restrict these inspection hours by mentioning in AOA or passing resolution in General Meeting but these business hours cannot be less than 2 hours. |
| BOARD & COMMITTEE MEETING:
|
· Minute Book of Board meeting shall be preserved permanently.
· Minute Book of Board and committee Meeting shall be kept at Registered Office or such other place as Board may decide. |
| KEY CORPORATE POLICIES | |
| TYPE OF THE POLICIES | BRIEF DESCRIPTION |
| Corporate Social Responsibility (CSR) Policy: Section 135 of Companies Act, 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 | Every company satisfying the following criteria during any financial year, has to draft a CSR Policy:
· Net worth of Rs 500 crores or more, or · Turnover of Rs 1,000 crores or more, or · Net profit of Rs 5 crores or more |
| Evaluation mechanism for Independent Directors: Section 149 of Companies Act, 2013 read with (Schedule IV (VIII) and Rule 4 of the Companies (Appointment and Qualification of Director) Rules, 2014 | Every listed company and every other public company having,
· Paid up share capital of Rs 10 crores or more, or · Turnover of Rs 100 crores or more, or · In aggregate, outstanding loans, debentures and deposits, exceeding Rs 50 crores shall be required to evaluate performance of Independent Directors, that will be used for extending the term of the Director being evaluated. The mechanism should provide certain parameters on which the evaluation of Independent Director will be done. |
| Code of Conduct for Directors and Senior Management of the Company: Revised Clause 49 (IIE)
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Every Listed Company shall lay down a ‘Code of Conduct’ for the Board of Directors and Senior Management and the same shall be posted on the website of the Company.
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| Risk Management Policy: Section 177 of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014
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Every listed company and every other public company having,
· Paid up share capital of Rs 10 crores or more, or · Turnover of Rs 100 crores or more, or · In aggregate, outstanding loans, or borrowings, or debentures or deposits, exceeding Rs 50 crores may draft a Risk Management Policy identifying the elements of risk, if any, that may threaten the continuity of the company. Board of Directors are required to evaluate risk management systems and report its effectiveness under Section 134. |
| Remuneration Policy for Managerial Personnel: Section 178 of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014
|
Every listed company and every other public company having,
· Paid up share capital of Rs 10 crores or more, or · Turnover of Rs 100 crores or more, or · In aggregate, outstanding loans, or borrowings, or debentures or deposits, exceeding Rs 50 crores may draft a Remuneration Policy identifying the criteria for determining qualifications, positive attributes, and independence of the Director, that will be used for recommending appointment of Directors, Key Managerial Personnel or other employees, as specified. |
GENERAL INFORMATION
MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM:
- Every Listed Company or a company having not less than 1,000 security holders shall mandatorily maintain its records in electronic form.
- The existing companies, shall be required to compile all data in electronic form within 06 (six) months from the date of notification of provisions effective 01st April, 2014.
Hope the above information provides some insight on maintenance of statutory records that may require immediate attention to comply with relevant provisions under Companies Act, 2013. Our team is prepared to take care of the implementation of these changes and help regularize the gaps, if any.
You may get back to us for any more details on above provisions or any other matter related to Companies Act, 2013 at below mentioned contact details-
Malavika Bhatia | <malavika.bhatia@bluelotusstrategy.com> | M +91 98733 18440
Monika Bhardwaj | <monika.bhardwaj@bluelotusstrategy.com> |M +91 98915 60525
We will do our best to assist you with the compliances and removal of doubts / queries. However, please note that since the Act is new, certain clarifications are needed as there are lot many areas where operational issues are to be sorted out.
In case of queries that require clarification from Ministry of Corporate Affairs, we will come back to you after seeking necessary clarifications from the Ministry.
