Various Sections of
the Companies Act, 1956 make it mandatory for Companies to maintain a number
of statutory registers in its Registered Office (you can search for statutory
registers in this blog using the search box).
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However, for smooth
functioning of a Company, these Registers are not sufficient. For effective management and systematic
functioning of a Company, there should be well-defined procedures and
practices. All these make it necessary for Companies to maintain some more records
and registers. Since, there is no legal requirement to keep these registers;
we can categorize them as “non-statutory registers”. These Registers are
evolved over a long period based on experience and requirement. Some of
the non-statutory registers are listed
below:
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1.
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Director’s attendance Book.
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v Regulation
71 in Table A says every Director present at any meeting of the Board or a
committee thereof shall sign against his name in a book to be kept for that
purpose.
v Section
283 (1)(g) of the Companies Act, 1956 make a Director’s office vacant, if he
absents from three consecutive meetings of the Board without obtaining leave.
All these provisions led to the practice of maintaining Director’s
attendance Book. Special invitees to the Board Meeting are also expected to
sign this register.
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2.
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Shareholders’ or proxy’s
Attendance register.
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This register is intended to keep proper record of the members
attending the General Meeting.
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3.
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Register of sealed Documents.
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Sections 34 and 48 of the Companies Act, 1956 reveal the prominence
of common seal of a Company. Owing to its importance, it is usual that
Companies maintain a register of sealed documents.
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4.
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Register of Share Applications
and allotment.
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It is a permanent register and to be preserved for minimum eight
years.
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5.
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Register of share
transfer/transmission.
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The Companies Act, 1956 provides time limit for registration of share
transfer, share transmission and issue of share certificate. All these make
it necessary to maintain this register.
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6.
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Dividend Register.
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It is a permanent record. Various Sections of the Companies Act,
1956, Secretarial standards etc imposed a lot of compliances during and after
the issue of dividend. All these mandate to keep a record and hence the dividend
registers. For both interim and final dividend, this register can be used.
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7.
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Register of powers of
Attorney/probate/death certificates/succession certificate etc.
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During the life
period of a Company, it has to deal with many documents such as given above.
When such document is received by the Company, it has to be entered in the
register kept for that purpose and give a registration number to that document
and which is communicated to the concerned person. Any important information
may be recorded in that register and it
is a permanent record.
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8.
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Register of dividend mandates.
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Section 206(1)(a) of
the Companies Act, 1956 permits to issue dividend to a person other than a
registered holder provided the registered holder submitted a “dividend mandate”
to the Company requesting to pay the dividend to another person. The Company has
to maintain a register of dividend mandate.
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9.
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Register of Bank A/c particulars.
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Besides the dividend
mandate register, the Company has to maintain the details of bank account of
the members and it will helps to avoid fraudulent encashment of dividend/interest
warrants. This register needs to be updated regularly.
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10.
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Register of Electronic Clearing Service.
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It is a register for
recording the data regarding the payment of dividend or interest directly to
the party’s bank account.
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11.
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Register of fixed Assets.
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It is one of the
most important register to be kept and maintained by a Company. Many Companies
are considering this register as statutory register by considering its
importance.
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12.
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Register of Form no:24AA from directors.
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Sections 299 and
283(1)(i) make it necessary to obtain and keep form 24AA from all directors every
year.
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13.
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Register of Nomination
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Section 109A of the
Act allows every share holder to
nominate a person to whom his shares shall vest in the event of his death. It
should be in prescribed form (form 2B) and can be done at anytime. In view of
this, every Company should keep and maintain a register for this purpose.
This is a register to be maintained permanently.
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14.
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Register of share warrants.
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If a Company issue
share warrants, this register is required to be maintained.
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15.
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Register of proxies.
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It is to keep the proxies received for attending
a General Meeting .
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Companies Act, 1956 does
not insist to maintain any of these registers. But, circumstances and
statutory compliances insists the Companies to keep, maintain and update
these non statutory registers.
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