Registers and Records – Company Law Important Questions
Enumerate the difference between statutory books and statistical books of a company. (December 2008) (June 2012) (4 marks)
|Basis of Distinction||Statutory Books||Statistical Books|
|Meaning||As per the provisions under the Companies Act, 2013, certain books must be maintained by the company which is known as statutory books.||As per the provisions of the Companies Act, 2013, in addition to books of account and statutory books, companies usually maintain certain books which are known as Statistical Books.|
|Nature||Statutory Book maintenance is compulsory.||Statistical book maintenance is optional.|
|Place to keep||Statutory Books must be kept at the Registered Office of the Company.||Statistical Books must be kept at any place other than the registered office of the Company.|
List out the various registers required to be maintained statutorily under the Companies Act, 2013. (June 2009) (8 marks)
The Companies Act, 2013, lays down that every company must maintain and keep books, registers, and copies of returns, documents, etc. at its registered office. These books are known as Statutory Books. Some of the statutory registers are required to be kept open by the company for inspection by directors, members, creditors of the company, and other persons. The company is also required to allow extracts to be taken from certain documents, registers, returns, etc., and furnish copies of certain documents on demand by a member or by any other person on payment of specified fees.
Every company incorporated under the Act is required to keep at its registered office, inter alia, the following statutory books, and registers:
1. Register of sweat equity shares. [Section 54 and Rule 8( 14)of Companies (Share Capital and Debentures Rules, 2014]
2. Register of Employee Stock Options. [Section 62(1 )(b) Rule 12 of Companies(Share Capital and Debentures) Rules, 2014]
3. Register of securities bought back. [Section 68(9) and Rule 17(12) of companies (Share Capital and Debenture) Rules, 2014]
4. Register of deposits. [Section 73 and Rule 14 of Companies (Acceptance of Deposits) Rules, 2014]
5. Register of charges. [Section 85 and Rule 7 of Companies (Registration of Charges) Rules, 2014]
6. Register of members. [Section 88(1 )(a) and Rule 3 of Companies(Management and Administration) Rules, 2014]
7. Register of debenture-holders. [Section 88(l)(b) & (c) and Rule 4 of Companies (Management and Administration) Rules, 2014]
8. Foreign register. [Section 88 (4) and Rule 7 of Companies (Management and Administration) Rules, 2014].
9. Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies (Share Capital and Debentures) Rules,2014]
10. Register of Significant beneficial owners in a company. (Section 90 of Companies Act).
11. Register of Postal Ballot. [Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
12. Books containing minutes of General Meeting and of Board and of Committees of Directors. [Section 118]
13. Books of account. [Section 128]
14. Register of Directors/Key Managerial Personnel. [Section 170(1)]
15. Register of investments in securities not held in the company’s name. [Sec-tion 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014]
16. Register of loans, guarantees given and security provided or making the acquisition of securities [Section 186(9) and Rule 12 of Companies (Meetings of Boards and its Powers) Rules, 2014]
17. Register of contracts with companies/firms in which directors are interested. [Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers) Rules, 2014]
The Chairman of your company wants to know the procedure of con-donation of delay by the Central Government in filing the documents with the ROC. As a Company Secretary, prepare a note for consideration of the Chairman. (December 2013) (8 marks)
Under Section 460 of the Companies Act, 2013, the Central Government may for reasons to be recorded in writing, condone the delay in the following cases:
(a) where any application required to be made to the Central Government under any provision of this Act in respect of any matter is not made within the time specified therein, that Government may, for reasons to be recorded in writing, condone the delay; and
(b) where any document required to be filed with the Registrar under any provision of this Act is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay.
Procedure for Condonation of delay by Central Government in relation to the filing of documents with Registrar of Companies
- Convene a Board Meeting.
- Pass Board Resolution for seeking condonation of delay in filing the document.
- Submit an application to the Central Government along with the reasons for such delay.
- The application should be accompanied by a copy of the Board Resolution seeking condonation of delay, latest audited balance sheet, and profit and loss account certified copy of the memorandum and articles of association and filing fees.
- The Central Government may for reasons to be recorded in writing condone the delay.
Minutes of the meetings of the company shall be preserved for a period of not less than eight years. Comment with reference to the provisions of the Companies Act, 2013. (December 2018) (3 marks)
1. As per Section 118 of the Companies Act, 2013, minutes books shall be preserved permanently and kept in the custody of the company secretary or any director duly authorized by the board shall be kept in the registered office or such place as the members may decide by passing special resolution pursuant to the requirement of Section 88 read with Section 94.
2. The minutes should be preserved permanently.
Thus, the given Statement is Incorrect.
Director, Ravi, was appointed on 1st July 2018. On 2nd July 2018, he wrote to the Managing Director of the company to inspect the minutes of the board meeting held on 1st August 2017. The Managing Director refused as he was not a director at that time. Ravi attended a meeting held on 1st September 2018 and resigned on 3rd October 2018. On 4th October 2018, he wrote to the Managing Director to send him a copy of the signed minutes of the meeting held on 1st September 2018. Again, the Managing Director refused. Are the actions of the Managing Director valid under the Companies Act, 2013/Secretarial Standards? Comment. (December 2018) (4 marks)
As per the provisions of the Secretarial Standard-1: Meetings of the board of directors makes the following provisions regarding the inspection of the minutes by the directors of the company:
- The Minutes of Meetings of the Board and any Committee thereof can be inspected by the directors.
- A Director is entitled to inspect the Minutes of the Meetings held during the period of his Directorship, even after he ceases to be a Director.
As per the above-discussed provisions of Secretarial Standard-1:
- Ravi, the director of the company can inspect the minutes of a board meeting held before the period of his directorship.
- Ravi, director of the company can inspect the minutes of a board meeting held, even after he ceases to be a director.