Registers of Members under Companies Act, 2013

Introduction

Section 88 read with rule numbers 3 to 8 of the Companies (Management and Administrative) Rules, 2014.

Requirement

Every company limited by shares has to keep and maintain a register of members in one or more books in Form No. MGT.1. (Section 88 read with Rule no 3(1)). In case of company without share capital following particulars in respect of each member namely:

registers

  • Name of the member; address (registered office address in case the member is a body corporate); e-mail address, permanent account number or CIN ; Unique Identification Number, if any and also the Father’s or Mother’s or Spouse’s name; occupation; status; nationality; in case member is a minor, name of the guardian and date of birth of the member; name and address of the nominee.
  • Date of becoming member and date of cessation and also mentioned the amount of guarantee, if any and any other required interest if any and the instructions followed by the members and given by the member with regard to sending of notices etc.,

Other Requirements

While maintain the registers, following points shall be kept in mind in the following manner;

  • Entries in the registers maintained under section 88 shall be made within 7 days after the board of directors or its duly constituted committee approves the allotment or transfer of shares. (Section 88 read with Rule No. 5(1))
  • Register of member shall include an index of the names. The index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the registers to be readily found. Provided that maintenance of index is not necessary in case the number of members is less than 50. (Section 88 read with Rule no 6(1)).
  • Consequent upon any forfeiture, buy-back, reduction, subdivision, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme provided under this Act or by or issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made within 7 days after approval by the Board or committee in the register of members or in the respective registers, as the case may be.
  • In any change occurs in the status of a member whether due to death or insolvency or change of name or due to transfer to Investor Education protection fund or due to any other reason, entries thereof explaining the change shall be made in the respective register. (Section 88 read with Rule No. 5(4)).
  • If any modification is made in the register maintained with respect to section 88 by the company pursuant to any order passed by the competent authority under the Act, the necessary reference of such order shall be notified in the respective register. (Section 88 read with Rule No. 5(5)).
  • In any order is passed by any judicial or revenue authority or by security and exchange board of India(SEBI) or Tribunal attaching the shares, debentures or other securities and giving directions for remittance of dividend or interest, the necessary reference of such order shall be indicated in the respective register. (Section 88 read with Rule no. 5(6)).
  • In case of listed companies the particulars of any pledge, charge, lien or hypothetical created by promoters in respect of any securities shall be entered within 15 days of such event including the name of pledge or Pawnee and any revocation therein. (Section 88 read with Rule No. 5(7)).
  • The particulars of any pledge or hypothetical or created charge and lien by the promoters of the listed company which has formed a joint venture with another company shall be entered in the register of members within 15 days from such event. (Section 94 read with Rule No. 5(8).
  • The Register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the board for such purposes. (Section 94 read with Rule No. 15(1)).
  • Notwithstanding anything contained under section 88 of the Act, until the redemption of depository receipts, the name of the overseas depository bank shall be entered in the register of members of the company.
  • Where the company issues equity shares with differential rights, the register of members shall contain all the relevant particulars of the shares so issued along with the details of the shareholders.
  • Particulars of every share certificate shall be entered in the register of members in accordance with the provisions of section 88 along with the names of persons, to whom it has been issued, indicating the date of issued indicating the date of the issue.
  • Where a company issues preference shares, the Register of Members maintained under section 88 shall contain the particulars in respect of such preference shareholder(s). (Section 55 read with Rule No. 9(4)).
  • Consequent upon any forfeiture, buy back, reduction, subdivision, consolidation or cancellation of shares, transmission of shares, issue of sweat equity shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme or any of such scheme provided under this Act or by issue of duplicate or new share certificates entry shall be made within 7 days after approval by the Board or committee in the registers. (Section 88 read with Rule No. 5(3) of the Companies Rules, 2014)
  • The registers of members shall be preserved permanently and shall be kept in the custody of the company secretary of the company or other person authorized by the Board for such purpose. (Section 94 read with Rule No 15(1) of the Companies (Management and Administration) Rules, 2014).

Place of keeping the Registers

Such registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorizing the keeping of the registers at any other place within the city, town or village in which the registered office is situate or any other place in India in which more than 1/10th of the total members entered in the registers of members reside. (Section 94(1) read with Rule No 5(2))

Maintenance of Registers in electronic form

Every listed company or a company having not less than 1000 shareholders, debenture holders and other security holders, shall maintain its records, as required to be maintained under the Act or rules made there under, in electronic form (Section 120 read with Rule No 27(1).

Inspection

Any member, debenture-holder, other security holder or beneficial owner or any other person may

  • Take extracts from any register or index or return without payment of any fee (Section 94(2))
  • Require a copy of any such register or any entries therein on payment of such fee as may be prescribed in the Articles of Association of the company but not exceeding Rs. 10 for each page and such copy shall be supplied within 7 days of deposit of fees (Section 94 read with Rule No 14(2)).
  • The register and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours (not less than 2 hours) at such reasonable time on every working day as the board may decide by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding Rs. 50 for each inspection. (Section 94 read with Rule No 14(1)).

Punishment

Event: Non-maintenance or failure to maintain in the prescribed form the register of members.

Who shall be penalized?

The company and every officer of the company who is in default and the quantum of penalty is minimum of 50, 000 rupees and the maximum of 3, 00, 000 rupees. If the offence is a continuing one, an additional fine extending to 1,000 during the period of offence continues.

 According to section 88(5), if any inspection or the making of any extract or copy required under this section is refused. The company and every officer of the company who is in default shall be penalized for this offence. And the quantum of penalty for this offence is 1000 rupees for every day of the period during which the default continues subject to a maximum of Rs. 1, 00,000 as per the Section 94(4)).

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