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Statutory Registers & Records

Statutory Registers & Records

Companies Act, 2013

Applicable to Private Limited Companies


Important Compliance Note:
Every company is required to maintain statutory registers and records prescribed under the Companies Act, 2013. Failure to maintain these records may attract heavy penalties, prosecution and disqualification consequences.

A. Members & Shareholders Registers

# Register Section Contents Penalty
1 Register of Members (MGT-1) Sec. 88 Member details, shares held, allotment, calls, lien and nomination. Company ₹50,000–₹3,00,000; Officer ₹50,000–₹1,00,000
2 Index of Members Sec. 88(3) Mandatory if members exceed 50. Same as Sec. 88
3 Register of Debenture Holders (MGT-2) Sec. 88 Details of debenture holders and subscriptions. Company ₹50,000–₹3,00,000
4 Foreign Register of Members Sec. 88(4) Maintained outside India where applicable. Same as Sec. 88
5 Register of Significant Beneficial Owners (SBO) Sec. 90 BEN-1 and BEN-2 related records. ₹10 lakh–₹50 lakh + continuing penalty

B. Directors, KMP & Related Party Registers

  • Register of Directors & KMP – Section 170
  • Register of Directors' Shareholding – Section 170(1)
  • Register of Contracts in which Directors are Interested (MBP-4) – Section 189
  • Register of Loans, Guarantees, Securities & Investments – Section 186(9)
These registers capture directorship details, shareholdings, related party transactions, investments, loans and guarantees.

C. Meetings & Resolutions Records

Record Relevant Section
Minutes Book – Board Meetings Sec.118 / SS-1
Minutes Book – General Meetings Sec.118 / SS-2
Committee Meeting Minutes Sec.118
Register of Circular Resolutions Sec.175(2)
Attendance Registers SS-1 & SS-2

D. Accounts & Financial Records

  1. Books of Account – Section 128
  2. Cost Records – Section 148
  3. Annual Financial Statements – Section 129
  4. Fixed Asset Register
  5. Inventory Records
Books of account must generally be preserved for at least 8 years and maintained on double-entry accrual basis.

E. Charges Register

Register of Charges (CHG-7) under Section 85 containing details of charges created on company assets, charge holder, amount secured and satisfaction details.


F. Audit, Secretarial & Compliance Records

  • Statutory Audit Workpapers & Signed Financial Statements
  • Cost Audit Report (where applicable)
  • Secretarial Audit Report (MR-3)

G. Other Statutory Registers & Records

  • Register of Renewed & Duplicate Share Certificates (SH-2)
  • Register of Sweat Equity Shares (SH-3)
  • Register of ESOPs (SH-6)
  • Register of Deposits (DPT-3)
  • CSR Records & Annual CSR Report
  • Vigil Mechanism / Whistle Blower Records
  • Register of Investments (Own Funds)
  • Annual Return (MGT-7 / MGT-7A)
  • Director's Report with Statutory Annexures

Important Notes

  • Registers may be maintained electronically under Rule 27 of Companies (Management & Administration) Rules, 2014.
  • Books of account may be kept at registered office or another approved location with ROC intimation in Form AOC-5.
  • Most registers and records should be preserved for at least 8 years.
  • Register of Members should be preserved permanently.
  • Penalties under Companies Act, 2013 may also be compounded under Section 441.
  • The applicable legislation is the Companies Act, 2013.

Prepared by

CA R. Wadhwa & Associates

Tax & Legal Consultants

Guiding Businesses Towards Better Corporate Compliance

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