Friday, February 10, 2012

Companies Act, 1956 and Statutory Registers


The Companies Act, 1956 insists the Companies to maintain and keep at its Registered Office certain books and Registers for the purpose of record as well as to secure efficiency in operation. The following are the Statutory
1.
Register and index of Members
·          
Managed by Section 150, 163, 154, 153, 111,111A of the Companies Act, 1956.Rule 7 of the Companies (Issue of Share Certificates) Rules, 1960 prescribes its format and the said rule insists that all entries in this Register are required to be authenticated by the Company Secretary or any other person so authorized by the Board.
·          
Open for inspection for any member or debenture holder without fee and for any other person with prescribed fee. In addition, a member can obtain copies of Register of Members on payment of prescribed fee.
·          
Default in not allowing inspection or not supplying a copy would attract fine of Rs. 500.00 for everyday during which the default continues.
2.
Register and index of debenture holders
·          
Managed by Section 152,111,111A  of the Companies Act, 1956.
·          
Open for inspection for any member or debenture holder without fee and for any other person with prescribed fee. In addition, a member can obtain copies of Register of Members on payment of prescribed fee.
3.
Register and index of beneficial owners
·          
Managed by Section 152A, 150,151,152 of the Companies Act, 1956 and Section 11 of the Depositories Act, 1996.
4.
Foreign Register of Members and debenture holders
·          
Managed by Section 157,158  of the Companies Act, 1956.
5.
Register of investments not held in Company’s name
·          
Section 49 of the Companies Act, 1956.
·          
Open for inspection for any member or debenture holder without fee and for any other person with prescribed fee.
·          
Default in maintaining this Register shall be punishable with a fine which may extended to Rs.50,000.00.
6.
Registers and returns
·          
Managed by Section 163 of the Companies Act, 1956.
·          
Open for inspection for any member or debenture holder without fee and for any other person with prescribed fee.
7.
Register of deposits.
·          
Managed by Rule 7 of the Companies (Acceptance of Deposits) Rules, 1975.
·          
Default in maintaining this Register made the Company and officers in default punishable with fine up to Rs. 500.00 and further fine up to Rs.50.00 per day, if default continues.
8.
Register of Securities Bought back.
·          
Managed by Section 77A(9) of the Companies Act, 1956, the Companies (Central Government’s) General Rules and Forms, 1956 and Private Limited Company and unlisted Public Limited Company(Buyback of Securities) Rules, 1999.
·          
Default in maintaining this Register made the Company and officers in default punishable with fine up to Rs. 50,0000.00 or with imprisonment up to two years or with both.

9.
Register of charges
·          
Section 143 of the Companies Act, 1956.
·          
Open for inspection for any member or creditor  without fee and for any other person with prescribed fee.
·          
Company is not bound to give copies
10.
Minutes Book (both of Board meeting and  General Meeting)
·          
Relevant Sections 193,194,195,196 of the Companies Act, 1956.
·          
General Meeting Minutes are open for inspection and a member can ask for copy of minutes. The Minutes book of Directors is not available for inspection to other persons except directors.
·          
Default in giving copies or allowing  inspection attract affine up to Rs. 5000.00
11.
Books of accounts
·          
Section 209(1)
·          
Not open for inspection by members. Directors, persons authorisd by Central Government, SEBI can inspect these books.
·          
Penalty for contravention is imprisonment up to 6months or fine up to Rs.10,000.00 or both
12.
Cost records
·          
All provisions of Books of Accounts are also applicable to cost records also.
13.
Register of contracts in which directors are interested.
·          
Section 301 of the Companies Act, 1956
·          
Open for inspection for any member or debenture holder without fee and for any other person with prescribed fee. In addition, a member can obtain copies of Register of Members on payment of prescribed fee.
·          
Default in maintaining this Register made the Company and officers in default punishable with fine up to Rs. 5000.00 and further fine up to Rs.500.00 per day, if default continues.
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This is the only Register required to be signed by all directors present at the Board Meeting following the meeting in which the contracts are considered.
14.
Register of directors/Managing Director/Managers/ Whole-Time Directors/secretary
·          
Section 303 of the Companies Act, 1956.
·          
Default in maintaining this Register made the Company and officers in default punishable with fine up to Rs. 500.00 for every day during which the  default continues.
15.
Register of directors share holding.

Section 307 of the Companies Act, 1956

This Register is open for inspection by members and debenture holders for 17 clear days viz. 14 before Annual General Meeting and 3 days after Annual General Meeting. Copies are not available for members
16.
Register of loans or investment made, guarantees given and security provided to other Body Corporate.
·          
Section 372A of the Companies Act, 1956
·          
Open for inspection for any member without fee and for any other person with prescribed fee. In addition, a member can obtain copies of Register of Members on payment of prescribed fee.
·          
Default in maintaining this Register made the Company and officers in default punishable with fine up to Rs. 5000.00 and further fine up to Rs.500.00 per day, if default continues.
17.
Register of renewed or Duplicate share certificate.
·          
Under the Companies (issue of Share Certificate)Rules, 1960.
·          
All entries in this Register are to be authenticated by the Secretary or any person authorized by the Board.

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