Statutory Registers under Companies Act, 2013

Statutory Registers, as the name suggests, are the registers to be maintained by a company to record certain important data of the company. This could include data like the details of members, Directors, KMP, etc.

As per the Companies Act, 2013, there are certain Statutory Registers that are required to be maintained. Non- compliance of this requirement might lead to attracting hefty penalties to the company as well as the officers involved.

Statutory Registers to be maintained

The Companies Act, 2013 has specified a list of registers that the companies are supposed to maintain. These registers are as under:

  • Register of Members (MGT-1)
  • Register of Debenture Holders or any other security holders (MGT-2)
  • Foreign Register (MGT-3)
  • Register of Directors and KMP
  • Register of renewed or duplicate share certificates (SH-2)
  • Register of Sweat Equity Shares (SH-3)
  • Register of ESOP (SH-6)
  • Register of shares and other securities that have been bought back (SH-10)
  • Register of Charge (CHG-7)
  • Register of loan/ guarantee/ security given or acquisition of securities (MBP-2)
  • Register of investment of the company not held in its name (MBP-3)
  • Register of Contracts and Arrangements in which Directors are interested (MBP-4)
Sr. No. Form Purpose Provision Penalty for failure to maintain the register
1 MGT-1 Register of Members

As per Section 88(1)(a), every company shall maintain a register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India.

The Register of Members along with the Index shall be preserved permanently and shall be kept in the custody of Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakh and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
2 MGT-2 Register of Debenture Holders or any other security holders

As per Section 88(1)(b), every company issuing or allotting debentures or any other security shall maintain a separate register for this purpose.

The Register of Debenture Holders shall be preserved for a period of 8 years. Such register shall be kept in the custody of the Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakhs and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
3 MGT-3 Foreign Register

As per Section 88(4) of the Companies Act, 2013, a company which has share capital or  issued debentures or other security may, if authorised by its articles, keep in any country outside India, a part of the register of members or debenture holders or other security holders or of beneficial owners, resident in that country.

The foreign register of members shall be preserved permanently, unless it is discontinued and all entries are transferred to foreign register/ principal register.

The foreign register of debentures or any other security shall be preserved for a period of 8 years from the date of redemption of such debentures or securities.

 
4 Register of Directors and KMP As per Section 170 of the Companies Act, 2013, every company shall keep at its registered office a register containing the particulars of its Directors and KMP.  
5 SH-2 Register of renewed or duplicate share certificates As per Rule 6 (3) (a) of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of every duplicate or renewed share certificate shall be entered in a Register of Renewed or Duplicate Share Certificates.  
6 SH-3 Register of Sweat Equity Shares

As per Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of sweat equity shares shall be maintained in the Register of Sweat Equity Shares.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
7 SH-6 Register of ESOPs

As per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of options shall be maintained in the Register of Employee Stock Options.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
8 SH-10 Register of shares and other securities that have been bought back

As per Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, a company shall maintain a register of shares or other securities that have been bought back in SH-10.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
9 CHG-7 Register of Charge

As per Section 85(1) of the Companies Act, 2013, every company shall maintain a register of charge which shall include all charges, and floating charges indicating in each case such particulars.

Such register shall be maintained at the registered office of the company.

 
10 MBP-2 Register of Loan/ Guarantee/ Security given or acquisition of securities

As per Rule 12 of the Companies (Meeting of Board and its Powers) Rules, 2014. every company giving loan or guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register for this purpose.

 
11 MBP-3 Register of Investments of Company not held in its name As per Rule 14 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company from its incorporation shall maintain a register to record the particulars of investments in shares or other securities beneficially held by the company but not in its name.  
12 MBP-4 Register of Contracts and Arrangements in which Directors are interested As per Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company shall maintain a register to record the particulars of. Contracts and Arrangements in which Directors are interested  

Minutes of First Board Meeting

Minutes of a Board Meeting is a formal written record, in physical or electronic form. In short, board meeting minutes contain a summary of the matters discussed and decisions taken at such meeting. Further, all companies registered in India are required to maintain minutes, except OPC and Section 8 Company,.

The minutes shall be maintained as per the manner prescribed in Section 118 of the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India (ICSI).

Board Meetings

As per section 173(1) of the Companies Act, 2013, every company is required to hold its first Board Meeting within 30 days of incorporation.

Thereafter, a company is required to hold at least 4 Board Meetings in each Financial Year and the gap between two meetings shall not be greater than 120 days.

Agenda Items for first Board Meeting

The following items must be a part of the minutes of the first board meeting:

  1. Elect the Chairperson of the meeting
  2. Grant leave of absence to the Directors who couldn’t attend the meeting
  3. Authorize a person to record the proceeding of Board Meetings.
  4. Authorize a director of Company to certify and circulate certify copy of Board Minutes.
  5. Note the Certificate of Incorporation of the company, issued by the Registrar of Companies
  6. Take note of the Memorandum and Articles of Association of the company, as registered.
  7. To take note of the Registered Office of the company.
  8. To confirm/note the appointment of the first directors of the Company
  9. Disclosure of interest of Board of Directors of the Company as per the provision of Section 184 of the Companies Act, 2013.
  10. Disclosure of disqualification to act as a Director of the Company as per the provision of Section 164 of the Companies Act, 2013.
  11. Fix the Financial Year of the Company.
  12. Appoint first auditor of the Company.
  13. Take note of subscribers to Memorandum
  14. Authorize the issue of Share Certificates to the Subscribers of Memorandum.
  15. Authorize the directors to file forms with MCA
  16. Approve Preliminary Expenses and preliminary contracts
  17. Authorize a Director to Maintain Books And Registers of the company at registered office.
  18. Any other Items with the Permission of the Chair

Hence, it must be made sure that the above-mentioned agendas are taken in to account in the first board meeting.

Sample Minutes of first Board Meeting

Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download
Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download

ROC Compliances for F.Y. 2020-21: Private Limited Companies

In order to run a company, there are certain RoC compliances laid down by the Ministry of Corporate Affairs (MCA) that a company must take care of each year. Failing to comply with these regulations often leads to paying a hefty amount of penalty or late fees.

Hence, in order to avoid such a scenario, it is advisable that companies make sure that these basic provisions are complied with. It must be noted that the due dates mentioned in this article are subject to any extensions/ exemptions as may be made by MCA.

RoC Compliances

Sr. No Particulars e-Form Due Date
1 Return of deposits regarding outstanding receipt of loan or money other than deposits. DPT-3 30.06.2021
2 Any person who has been allotted DIN on or before 31st March, need to file this form to update their details DIR-3 KYC 30.09.2021
3 Return for half year ended 31st March regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 31.07.2021*
4 Return for half year ended 30th September regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 29.10.2021
5 Notice of appointment of auditor to be given within 15 days of such appointment in AGM ADT-1** 14.10.2021
6 Filing financial statement and other documents with the Registrar AOC-4 29.10.2021
7 Annual Return MGT-7 28.11.2021

*The due date of filing MSME-1 is 30th April, however, MCA vide circular number 06/2021 and 07/2021 dated May 03, 2021, has given a relaxation due to COVID-19, allowing stakeholders to file various forms due for filing during 01/4/2021 to 31/05/2021 under the Companies Act, 2013/LLP Act, 2008 by 31st July, 2021 without payment of additional fees.

**In case the auditor has been appointed in Board Meeting, ADT-1 must be filed within 15 days from the date pf appointment as decided in the Board Meeting.

Other Compliances

Sr No Particulars Companies Act, 2013 Provision
1 Board Meeting Section 173 (1) At least 4 Board Meetings must be held in a financial year in such a way that the gap between two Board Meetings does not exceed 120 days
2 MBP-1 Section 184 (1) and Rule 9 (1) of Meetings of Board and its Powers, 2014 Every Director of the company shall submit a disclosure in MBP-1 in the first Board Meeting he/ she participates in
3 DIR-8 Section 164 (2) and Rule 14 (1) of Appointment and Qualification of Directors, 2014 Every person appointed/ re-appointed as a Director shall submit disclosure of their non-disqualification in form DIR-8 at the time of such appointment/ re-appointment
4 Annual General Meeting Section 96 Every Company other than OPC shall hold an AGM within 6 months of completion of the financial year.
Eg.: If the year ends on 31st March, 2021, the AGM must be held on or before 30.09.2021
5 Statutory Registers   Every Company shall maintain a register of :
– Members
– Share Transfer and Share Transmission
– Charge
– Directors And KMPs
– Directors And KMPs’ shareholding
– Deposits
– Loans/Guarantee
– Contracts or Arrangements in which Directors are interested
What is the due date of AOC-4 for 2020-21?

Due date for AOC-4 is within 30 days of holding AGM. If AGM is held on 30.09.2021, AOC-4 shall be filed on 29.10.2021

What is the due date of MGT-7 for 2020-21?

Due date for MGT-7 is within 60 days of holding AGM. If AGM is held on 30.09.2021, MGT-7 shall be filed on 28.11.2021

When to file MBP-1?

A director must submit disclosure of interest in form MBP-1 in the first Board Meeting that he/she participates in.

MCA Portal : Compliance with COVID- 19 Form

The Ministry of Corporate Affairs (MCA) wants the companies and LLPs in India to comply with the COVID-19 form for the safety of all of us in such an alarming situation.

This form has a few simple steps concluding that the company is in accordance with the COVID-19 guidelines including work from home policy. The deadline to submit this form is on 30th March 2020.

Steps to file the COVID-19 form on MCA Portal:

  1. Go to MCA Portal

    Visit the MCA Portal i.e. official website for ROC compliances

  2. Navigate to COVID-19

    Go to MCA Services > COVID- 19 and login to your account with valid credentials

  3. Select CIN or LLPIN

    Select CIN in case of a Company and select LLPIN in case of an LLP

  4. Enter CIN or LLPIN

    Enter the CIN / LLPIN Number. Click on Pre-fill and all your registered information will be automatically loaded

  5. COVID-19 Guidelines

    Read the COVID-19 guidelines and click on Yes or No

  6. Select Authorised Signatory

    Select an authorized signatory of the company/LLP i.e DIN/PAN/membership number

  7. Enter DIN / PAN / Membership Number

    As per what you have selected in the above mentioned step enter your DIN/PAN/Membership number. Click on Pre-fill

  8. Enter mobile number for OTP

    Fill your registered mobile number for OTP. Click on Send OTP

  9. Enter OTP, Verify OTP and Submit

    Enter your OTP once received. Click on Verify OTP and Submit

  10. Success Message

    A pop-up thank you message will be displayed. Your COVID-19 form is now completed

FAQs

What is the purpose of the COVID -19 form by MCA?

Ministry of Corporate Affairs (MCA) has made COVID- 19 form mandatory for companies and LLPs in order to help prevent the spread of Coronavirus disease. All companies and employees should comply with the guidelines from time to time as a precaution.

Is there a penalty for not filing COVID-19 form?

No. There are no such penalties levied by the Ministry of Corporate Affairs (MCA) for non-filing of COVID-19 form.

Is it mandatory to file COVID-19 form?

No. It is not mandatory to file the COVID-19 form. The form is built to measure the readiness of the companies to deal with COVID-19.

MCA Portal : Workspace

My Workspace” is a personalized page available for every type of user on the MCA Portal. A registered user or a business user can access the information requested by them under this section and view the latest notices communicated by the Ministry of Corporate Affairs (MCA). There are six sections under this tab:

  1. Upload e-Forms
  2. Notices & Circulars
  3. My Companies
  4. Subscribed Reports
  5. Certified Copies
  6. Documents

Under the “My Companies” section, the user can view the companies/LLP which is associated with them.

The Director of a company is the one who has the power to associate another individual to a Company/LLP.

The user can click on the CIN/LLPIN/FCRN link to view the SRN number of the e-Form. Additionally, the user can also view the e-Filing Form status from under this section. Furthermore, they can view the e-Form Filing details of 15 latest records.

The user can view or download the public documents for which they had placed the requests by using the View Public Document user service on the portal. This service can be found under the MCA services section.

The user can also view the list of requests they had filed to view certified copies of public documents under the “Certified Copies section.”

Furthermore, the users can download the details of the Indian Companies Incorporated in the previous 30 days. This function can be accessed under the “Subscribed Reports” section.

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e-Forms can be uploaded from under this section. As a part of Annual e-Filing, Companies incorporated under the Companies Act, 1956 are required to file certain documents with the Registrar of Companies (ROC).

FAQs

What is MCA21?

It is an e-Governance initiative of the Ministry of Corporate Affairs (MCA), Government of India that enables easy and secure access of the MCA services to the corporate entities, professionals and citizens of India.

How does the MCA Portal help me?

– It provides information about the acts and rules that govern the working of MCA.
– The portal allows you to access various MCA user services offered by the MCA.
– It allows you to access various reports offered by the MCA.
– They provide contact addresses of various offices and officials of MCA.
– It provides links to various other Ministry and Government agencies.

How can I file an Investor related complaint?

In order to file an Investor related complaint, an Individual would need to download and Investor Complain eForm or
Serious Compliant eForm. Then, he/she would be needed to fill the form and upload it in the MCA21 application. The compliant
will be assigned to a MCA official who shall look into the compliant and resolve it.

MCA Portal: Find CIN / LLPIN

You can use the “Find CIN / LLPIN” service to know the details of a registered Company/ LLP on MCA Portal in India. This service is used when you know the partial name of the Company / LLP and need to know the details of the same.

Steps to find CIN / LLPIN: MCA Portal

There are two ways to find LLPIN:

  1. Based on Existing LLP Name,
  2. Based on Old LLP Name.

There are four ways to find CIN:

  1. Based on Registration No,
  2. Based on Existing Company Name,
  3. Based on Inactive CIN,
  4. Based on Old Company Name.

Based on Existing LLP Name: MCA Portal

  1. Go to MCA Portal

    Click on MCA Services > LLP Services > Find LLPIN

  2. Select “Search Based on Existing Company / LLP Name”

    Select “Contains anywhere” and enter the name of LLP. Enter Captcha and click on Search.

  3. List of LLPs

    The list of all the LLPs with the same name will appear

Based on Old LLP Name: MCA Portal

1. Go to MCA Portal.

2. Click on MCA Services > LLP Services > Find LLPIN

3. Select Search Based on Old Company / LLP Name”, selectContains anywhereand enter the name of LLP.

Enter Captcha and click on Search.

The list of all the LLPs with the same name will appear based on Registration.

FAQs

Is CIN and Registration number same?

The last six numbers of the CIN number is the registration number of the company issued by the Registrar of Companies.

How does the MCA Portal help me?

– It provides information about the acts and rules that govern the working of MCA.
– The portal allows you to access various MCA user services offered by the MCA.
– It allows you to access various reports offered by the MCA.
– They provide contact addresses of various offices and officials of MCA.
– It provides links to various other Ministry and Government agencies.

MCA Portal: Suspend Professional User or Company Representative

The Director/Director partner user can authorize a professional user or a Company/LLP Representative to work on behalf of the Company/LLP. The Director can also suspend such Users on the MCA Portal who work on behalf of the Director.

Steps To Suspend Professional User or Company/LLP Representative

  1. Go to MCA Portal

    Firstly, access the MCA Portal and log in using valid credentials.

  2. Click on the “Suspend Professional User” link.

    Alternatively, click on the “Suspend Company/LLP Representative” link.

  3. Click on the Company/LLP name which you want to suspend as a user

    A list of the companies will be displayed. Select the company/LLP you wish to suspend.

  4. The User ID associated with the Company/LLP is displayed.

    Click on the user ID you wish to suspend.

  5. Click on “Suspend.”

    an E-Mail is sent to the user stating the suspension to work for the company.

FAQs

How can I view public documents?

You can view requested public documents in the following manner:

– Login to MCA Portal,
– Go to MY WORKSPACE > Documents,
– Click on the Download button to view the documents.

Can I get a copy of the filed financials of a company for the previous year?

Yes. Financials of the company are attached to AOC-4 eForm of company. Use Get Certified Copy service of MCA for it. Select Document Category as Other Attachments and select Year of Filing of eForm and not a financial year while creating request.

How do you inspect a document on MCA?

Follow these steps in order to view Documents on the MCA Portal.
– Go to MCA Portal
– Go to Service > Inspection public documents > Fill the CIN of desired company
– After showing detail on MCA portal, click on first coloum and wait for payment detail
– Pay the online amount of INR 50
– Inspect the desired documents on the ‘My Documents’ on MCA Portal.
– Click Downlaod

MCA Portal: Authorize Professional User or Company Representative

A business user can authorize a professional user or a Company/LLP Representative to work on behalf of the Company/LLP. After authorizing the user, they can be suspended from working on behalf of the company/LLP on the MCA Portal.

Steps To Authorize Professional User or Company/LLP Representative

  1. Go to the MCA Portal.

    Firstly, access the MCA Portal and log in using valid credentials.

  2. Click on the “Authorize Professional User” link.

    Click on the “Authorize Company/LLP Representative” link.

  3. Click on the “Company/LLP Name” with which you want to authorize a user.

    On the My Workspace page, click on the “Company/LLP Name” with which you want to authorize a user.

  4. Enter the User ID

    Enter user ID to authorize them and proceed to the next step.

  5. Click on “Authorize“.

    Therefore, an E-Mail is sent to the user stating the authorization to work for the company.

FAQs

How does the MCA Portal help me?

– It provides information about the acts and rules that govern the working of MCA.
– The portal allows you to access various MCA user services offered by the MCA.
– It allows you to access various reports offered by the MCA.
– They provide contact addresses of various offices and officials of MCA.
– It provides links to various other Ministry and Government agencies.

How can I view public documents?

You can view requested public documents in the following manner:

– Login to MCA Portal,
– Go to MY WORKSPACE > Documents,
– Click on the Download button to view the documents.

How do you inspect a document on MCA?

Follow these steps in order to view Documents on the MCA Portal.
– Go to MCA Portal
– Go to Service > Inspection public documents > Fill the CIN of desired company
– After showing detail on MCA portal, click on first coloum and wait for payment detail
– Pay the online amount of INR 50
– Inspect the desired documents on the ‘My Documents’ on MCA Portal.
– Click Downlaod