Register of Members and Debenture Holders by Snigdha Mohapatra at LexCliq

The Companies Act, 2013 requires a company to keep at its registered office certain books known as statutory books and also to keep copies of certain documents and deeds. Similarly, the Act places an obligation on each company to file certain returns and documents with the Registrar of Companies. Default in keeping any of the statutory books and returns or to file any of the returns or documents with the Registrar of Companies renders the company and their officers in default liable to penalties provided under the respective provisions of the Act. As a company owner or director, one is responsible for maintaining certain statutory registers. One of the most important registers to keep up to date is the register of members. If your company issues shares, the register of members is also known as the register of shareholders.

Section 88 of the Companies Act, 2013 requires every company to maintain in the prescribed form and manner the following registers, namely:—
(a) register of members indicating separately for each class of equity and
preference shares held by each member residing in or outside India;
(b) register of debenture-holders; and
(c) register of any other security holders.

Every register, as aforesaid, shall include an index of the names included therein. In the case of shares held in depository mode, the register and index of beneficial owners maintained by a depository shall be deemed to be the corresponding register and index for the purposes of this Act. Companies (Management and Administration) Rules, 2014, in this regard, inter alia, provide as follows:

  1. Entries in the Register: The entries in the registers maintained under section 88
    shall be made within seven days after the Board of Directors or it’s duly constituted
    committee approves the allotment or transfer of shares, debentures or any other
    securities, as the case may be.
  2. Place of Keeping: The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside.
  3. Changes in the Entries: Changes on account of forfeiture, buy-back, reduction,
    issue of sweat equity shares, the transmission of shares, shares issued under employees
    stock option scheme, etc. shall be recorded within seven days after approval by the
    Board or committee. The company shall make the necessary entries in the index simultaneously with the entry for allotment or transfer of any security in the Register of members.
  4. Particulars of Pledge, etc.: In the case of companies whose securities are listed on a stock exchange in or outside India, the particulars of any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein shall be entered in the register within fifteen days from such an event.

A Register of Members should usually include the following:

  • 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;
  • Father’s/Mother’s/Spouse’s name;
  • Occupation; Status;
  • Nationality;
  • in case member is a minor

-Name of the guardian and

-DOB of the member;

-Name and address of nominee;

  • Date of becoming member;
  • Date of cessation;
  • Amount of guarantee, if any;
  • any other interest if any.
  • Instructions, if any, given by the member with regard to sending of notices etc.

Every director who fails to comply with the provisions of this section and the rules made thereunder shall be liable to a penalty of twenty-five thousand rupees.

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