Register of members, etc.under Companies Act,2013

Register of members, etc.(ROM) under Section 88 of the Companies Act,2013

CS. Kutrala Nathan

Introduction :

In Companies Act,1956 section 150,151,152,152A,157 &158 deals with the Register of member & related provisions. But in Companies Act, 2013 all these sections are combined together in one Section namely - 88.

Registers to be maintained:

Every company shall keep and maintain the following registers :—

(a) ROM indicating separately for each class of equity and preference shares held by each member residing in or outside India;

(b) Register of Debenture-holder and

(c) Register of any other security holders.

 (1) Every company shall, from the date of its registration, keep and maintain a register of its members in one or more books in Form No. 7.1.

(2) For Company not having share capital-

(a)     ROM shall contain following Particulars:

·         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

v  Name of the guardian and

v  DOB of the member;

v  Name and address of nominee;

(b) Date of becoming member;

(c) Date of cessation;

(d) Amount of guarantee, if any;

(e) Instructions, if any, given by the member with regard to sending of notices etc.

 Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in one or more books in Form No.7.2.

Maintenance of the Register of members etc. under section 88.

Every company shall maintain the registers in the following manner:-

(1) Entries after allotment or transfer of shares, debentures or other securities:

 Entries in the registers shall be made simultaneously after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

(2) Register at R.O/other place:

v  Registers shall be maintained at the registered office of the company

v  Registers shall be maintained at other place- If

A special resolution is passed in a general meeting authorizing the keeping of the register at

o    any other place within the city, town or village in which the registered office is situate or

o    any other place in India in which more than 1/10^th  of the total members entered in the register of members reside.

(3) Particulars of Depository:

 If shares, debentures or other securities are held with a depository, the name, particulars of the depository and number of shares, debentures or other securities so held shall be entered in the respective register.

(4) Other entries in ROM or in respective registers:

Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares or issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made simultaneously in the register of members or in the respective registers, as the case may be.

(5) Change in Status:

If any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to any other reason, entries thereof explaining the change shall be made in the respective register.

(6)  Reference of Order:

The necessary reference of order shall be indicated in the respective register –If

·         any rectification is made in the register  by the company pursuant to any order passed by the competent authority under the Act, any order is passed by any judicial or revenue authority attaching the shares, debentures or other securities and giving directions for remittance of dividend or interest

 Corresponding register and index

 Every register maintained shall include an index of the names included therein.

The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for  the purpose  of this act

Index of names to be included in Register.

 (1) Every register shall include an index of the names entered in the respective registers. The index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found.

(2) The company shall make the necessary entries in the index simultaneously with the allotment or transfer of any security in such Register.

Comment:

As per Sec.151 of  the  Companies Act,1956, every company having more than 50 members should keep an index of the names of the members of  the company.

The draft rules corresponding to Sec.88 of the companies Act,2013 has repealed the limit on members for maintaining the index of members.

Foreign Register:

 A company may keep a part of the register in any country outside India , if so authorized by its articles,  in such manner as may be prescribed called "foreign register”, containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.

(1)A company which has share capital or which has issued debentures or any other security may, if so authorized by its articles, keep in any country outside India a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (in this rule called a “foreign register”).

(2) The company shall file e-form 7.3 with the Registrar for

·         notice of the situation of the office within 30 days from the date of the opening of any foreign register  along with the fee as provided in Annexure B where such register is kept and

·         any change in the situation of such office or of its discontinuance, within 30 days from the date of such change or discontinuance.

(3) A foreign register shall be deemed to be part of the company’s ROM or of ROD-h or of any other security holders or BO.

 ·         maintained in the same format as the Principal Register.

·         open to inspection and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register

·          closed but advertisement before closing the register shall be inserted in at least two newspapers circulating in the place where it is kept.

(4) If a foreign register is kept by a company in any country outside India, the decision of the Tribunal in regard to the rectification of the register shall be binding.

(5) The company shall -

(a) transmit to its registered office in India a copy of every entry in any foreign register within 15 days after the entry is made; and

(b) keep at such office a duplicate register of every foreign register duly entered up from time to time.

(6) Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.

(7) with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.

(8) The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company in the same part of the world or to the principal register.

Authentication.

 (1) Entries in the registers  and index included therein shall be authenticated by-

·         the company secretary of the company or

·         any other person authorized by the Board for the purpose, by appending his signature to each entry and mentioning the date of the board resolution authorizing the same.

(2) Entries in the foreign register shall be authenticated by the person authorized by the Board by appending his signature to each entry.

Penalty:

 If a company does not maintain;

·         a ROM or

·         a ROD-h or

·         other security holders or

·         fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2),

the company and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs.50,000/- but which may extend toRs.3,00,000/- and where the failure is a continuing one, with a further fine which may extend to Rs.1000/- for every day, after the first during which the failure continues.

Remark:

For easy understanding, Section 88 and corresponding draft rules are united in this article. Some of the points mentioned in the draft rules may be subject to change, when they are notified finally.