Tuesday, March 06, 2012

Non statutory Registers


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).
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:
1.
Director’s attendance Book.


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.
2.
Shareholders’ or proxy’s Attendance register.


This register is intended to keep proper record of the members attending the General Meeting.
3.
Register of sealed Documents.


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.
4.
Register of Share Applications and allotment.


It is a permanent register and to be preserved for minimum eight years.
5.
Register of share transfer/transmission.


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.
6.
Dividend Register.


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.
7.
Register of powers of Attorney/probate/death certificates/succession certificate etc.


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.
8.
Register of dividend mandates.


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.
9.
Register of Bank A/c particulars.


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.
10.
Register of Electronic Clearing Service.


It is a register for recording the data regarding the payment of dividend or interest directly to the party’s bank account.
11.
Register of fixed Assets.


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.
12.
Register of Form no:24AA from directors.


Sections 299 and 283(1)(i) make it necessary to obtain and keep form 24AA from all directors every year.
13.
Register of Nomination


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.
14.
Register of share warrants.


If a Company issue share warrants, this register is required to be maintained.
15.
Register of proxies.


 It is to keep the proxies received for attending a General Meeting .
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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