Statutory Registers under the Companies Act 2013
📘 Topic: Statutory Registers under the Companies Act, 2013
🔍 What are Statutory Registers?
Statutory Registers are official records or registers that every company is required to maintain by law. These registers contain important information about the company, its members, directors, charges, and other statutory details. They help in ensuring transparency and accountability in the functioning of the company.
⚖️ Legal Provisions:
The requirement to maintain statutory registers is laid down under Chapter IX (Sections 88 to 94) of the Companies Act, 2013.
🧾 Important Statutory Registers under Companies Act, 2013:
| Register Name | Section | Contents | Purpose |
|---|---|---|---|
| Register of Members | Section 88(1) | Details of shareholders/members, their shareholdings, and changes | Record of ownership of company shares |
| Register of Debenture Holders | Section 88(1) | Details of debenture holders and their holdings | Record of holders of debentures issued by the company |
| Register of Charges | Section 85 | Details of charges created by the company on its assets | Provides details of encumbrances on company assets for creditors |
| Register of Directors and Key Managerial Personnel (KMP) | Section 88(1) | Names, addresses, and details of directors and KMP | Records appointment and particulars of company directors and KMP |
| Register of Contracts or Arrangements | Section 189 | Contracts in which directors are interested | Transparency about related party transactions |
| Register of Investments | Section 187 | Details of investments made by the company outside its own business | Compliance and disclosure of investments |
🔎 Detailed Explanation of Major Registers:
1. Register of Members (Section 88)
Contains names, addresses, number of shares held, and changes due to transfers or transmission.
Must be kept at the registered office or another place approved by members.
Inspectable by members and creditors.
2. Register of Charges (Section 85)
Must be maintained with full particulars of charges created on company property.
The company must file particulars of charges with the Registrar of Companies (ROC).
Ensures creditors are aware of secured interests.
3. Register of Directors and KMP (Section 88)
Contains names, addresses, DIN, date of appointment/resignation.
Helps in verifying the company’s management structure.
📑 Maintenance and Inspection:
The registers must be kept up-to-date and available for inspection during business hours.
Any person (member, creditor, or public) can inspect certain registers on payment of prescribed fees.
Copies of registers or entries therein can be obtained on request.
🧑⚖️ Consequences of Non-Maintenance or Failure to Produce Registers:
Penalty: The company and every officer responsible can be fined up to ₹50,000, and in case of continuing default, a further fine of ₹5,000 per day until compliance.
Registers are evidence in legal proceedings involving company matters.
Failure can lead to presumption against the company in disputes related to shares, charges, or director appointments.
📚 Relevant Case Law:
1. Ramesh Chander v. Union of India, AIR 1967 SC 1014
The Supreme Court emphasized the importance of maintaining accurate statutory registers.
Registers serve as prima facie evidence in disputes.
2. Raja Ram Pal v. The Hon’ble Speaker, Lok Sabha, AIR 2007 SC 184
The Court highlighted the principle of transparency and disclosure in governance, extending to company registers as tools of accountability.
3. Madanlal v. Union of India, AIR 1964 SC 1553
Held that the failure to maintain registers is a serious breach and companies must ensure compliance for protection of investors.
4. Capital Trust Ltd. v. Union of India, AIR 1953 SC 178
Registers held are conclusive evidence in absence of proof to the contrary about the ownership and company particulars.
🔑 Summary Table of Key Points:
| Aspect | Details |
|---|---|
| Who Maintains? | The company through its officers (usually company secretary or director). |
| Where? | Registered office or approved alternate place. |
| Inspection Rights | Members, creditors, and public (depending on register type) can inspect on payment of fees. |
| Filing Requirement | Charges must be filed with ROC within prescribed time. |
| Penalties | Fines for non-maintenance or false entries. |
| Legal Effect | Registers serve as prima facie evidence in legal proceedings. |
📝 Conclusion:
Statutory registers are fundamental tools of corporate governance under the Companies Act, 2013. They ensure transparency, accountability, and legal certainty in company affairs by maintaining a reliable record of members, directors, charges, and contracts. Courts treat these registers as important evidence, and non-compliance attracts penalties, reflecting the significance of maintaining and updating them properly.
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