The Statutory Books and Registers of a Public Company
Chapter Forty
Syllabus topic 2, "List of Statutory Books to be maintained by Public Company under Companies Act 2013"
Pages 120 to 124 of 168
In one line
Besides its books of account, a public company must keep registers of its members and security holders, of significant beneficial owners, of charges, of directors and key managerial personnel and of contracts in which directors are interested, together with its minute books and its annual return.
The list
| Book or register | Section | Kept where | |
|---|---|---|---|
| 1 | Register of members, separately for each class of equity and preference shares, for members in and outside India | 88(1)(a) | Registered office, s.94 |
| 2 | Register of debenture-holders | 88(1)(b) | Registered office, s.94 |
| 3 | Register of any other security holders | 88(1)(c) | Registered office, s.94 |
| 4 | Index of names in each register above | 88(2) | With the register |
| 5 | Foreign register of members, debenture-holders, other security holders or beneficial owners residing outside India, if the articles so authorise | 88(4) | The country concerned |
| 6 | Register of significant beneficial owners | 90(2) | Registered office |
| 7 | Register of charges, with a copy of every instrument creating a charge | 85(1) and its proviso | Registered office |
| 8 | Register of directors and key managerial personnel and their shareholding | 170(1) | Registered office |
| 9 | Register of contracts or arrangements in which directors are interested | 189(1) | Registered office, s.189(3) |
| 10 | Minute books of general meetings, of postal ballot resolutions, of Board meetings and of committee meetings | 118(1) | Registered office for general meetings, s.119(1)(a) |
| 11 | Annual return, and copies of returns filed | 92(1), kept under 94(1) | Registered office |
Eleven entries, and every one of them has a section. Learn the list in this order, because it runs from the members outward: who owns it, who really owns it, what is charged on it, who runs it, what they are interested in, what was decided, and what was told to the Registrar.
Register of members and the rest: section 88
Section 88(1) requires three registers, in the prescribed form and manner:
- a register of members, indicating separately for each class of equity and preference shares held by each member residing in or outside India;
- a register of debenture-holders; and
- a register of any other security holders.
Sub-section (2) requires each of them to include an index of the names.
Sub-section (3) is the dematerialisation rule: the register and index of beneficial owners maintained by a depository under the Depositories Act 1996 is deemed to be the corresponding register and index for the purposes of this Act. So a company whose shares are all in demat form does not keep a duplicate paper register.
Sub-section (4) permits a foreign register, if the articles authorise it, kept in any country outside India, containing the particulars of members, debenture-holders, other security holders or beneficial owners residing outside India.
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