Compliance Checklist for maintenance of Register of Members

Section 95 of the Companies Act, 2013 (“the Act”) states that the register of members, their indices and copies of annual return maintained under Sections 88 and 94 of the Act shall be prima facie evidence of any matters directed or authorised to be inserted therein by or under this Act. If name of a person appears in register of members, there is presumption that he is a member (Radhey Shyam Gupta v. Kamal Oil Ailled Industries Ltd.[1]). The register of members is a register or book of the members of a company, which all companies must keep at their registered office or at some other place (as per Section 88 of the Act). Every company is required to keep the register of members by Section 95 of the Act, prima facie evidence of any matters directed or authorised to be inserted therein by this Act.

Section 88 of the Act relates to “register of members, etc.” It states that every company shall keep and maintain the following registers in prescribed form: (i) register of members; (ii) register of debenture-holders;  and (iii) register of any other security holders. This article is a compilation and analysis of the relevant provisions relating to maintenance of register of members. The article also contains the checklist on maintenance of such register in accordance with the Act.

The company shall ensure compliance of following provisions:

(1) Maintenance of register.—The register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India i.e. the company shall ensure that classes of shares and types of shares are appropriately indicated in the register.

(2) Maintenance of index.—Every register of members shall include an index of the names included therein. However, the maintenance of index is not necessary in case the number of members is less than 50 in a company. The register of members shall include an index of the names entered in the register in respect of each folio and the index shall contain sufficient indication to enable the entries relating to that folio in the register to be readily found.

(3) Register and index of beneficial owners maintained under Depositories Act.—The register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register and index for the purposes of the Companies Act.

(4) Format of the register of members.—Every company limited by shares—private company as well as public company—shall keep and maintain a register of its members in prescribed form (Form No. MGT-1) from the date of its registration. Some of the important fields in the form are folio number, class of shares, total shares, name of the member, name of the joint-holder (if any), address, status, income tax PAN, nationality, date of becoming a member, allotment number/transfer number, date of allotment/transfer, number of shares allotted or transferred, distinctive number, name of the transferor (if any), date of issue or endorsement of share certificate, share certificate number, amount (payable, paid, due), remarks and authentication.

(5) In the case of a company not having share capital.—In the case of a company not having share capital, the register of members shall contain the prescribed particulars, in respect of each member [Rule 3 of the Companies (Management and Administration) Rules, 2014]. Some of the important fields are name of the member, address, income tax PAN, status, nationality, date of becoming member, date of cessation, amount of guarantee (if any), any other interest (if any).

(6) Place of maintenance of register.—Register of members shall be maintained at the registered office of the company. The company can maintain register of members 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, by passing special resolution in the general meeting.

(7) Entry in register in case of transfers.—Entries in the register of members shall be made within 7 days after the allotment or transfer of shares.

(8) Entry in register in case of corporate actions.—Consequent upon any forfeiture, buy-back, reduction, sub-division, 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 or any of such scheme provided under the Act or by issue of duplicate or new share certificates, entry shall be made in the register of members within 7 days after approval by the Board of Directors or Committee.

(9) Entry in register in case of change in status of member.—If 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 register of members.

(10) Entry in register in case of rectification.—If any rectification is made in the register of members by the company pursuant to any order passed by the competent authority under the Act, the necessary reference of such order shall be indicated in the register of members.

(11) Entry in register in case of attachment of shares.—If any order is passed by any judicial or revenue authority or by Securities and Exchange Board of India (SEBI) or competent authority attaching the shares and giving directions for remittance of dividend, the necessary reference of such order shall be indicated in the register of members.

(12) Entry in register in case of pledge transactions by the promoters.— 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 pledge/pawnee and any revocation therein shall be entered in the register of members within 15 days from such an event.

(13) Entry in register for the pledge transactions by promoters, in certain cases.—Promoters of any listed company, which has formed a joint venture company with another company have pledged or hypothecated or created charge or lien in respect of shares of the listed company in connection with such joint venture company, the particulars of such pledge, hypothecation, charge and lien shall be entered in the register members of the listed company within fifteen days from such an event.

(14) Authentication of the register.—The entries in register of members and index included therein shall be authenticated by the Company Secretary of the company or by any other person authorised by the Board of Directors for the purpose. In the later case, the date of the Board resolution authorising the same shall be mentioned in the register.

Gaurav N Pingle, Practising Company Secretary, Pune. He can be reached at gp@csgauravpingle.com.

[1] 1998 SCC OnLine Del 906 : (1999) 33 CLA 152.

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