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Registers and Records

SS - Old - 04 - Rule - Companies Law - SS - Old - 04 - SS-4 Secretarial Standard on The following is the text of the Secretarial Standard-4 (SS-4) on , issued by the Council of the Institute of Company Secretaries of India. In the initial years, adherence by a company to this Secretarial Standard will be recommendatory. In this Secretarial Standard, the standard portions have been set in bold type (herein italic). These should be read in the context of background material which has been set in n .....

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company and by other persons, including creditors of the company. The right to inspect such is an enforceable right. Companies are also required to allow extracts to be made from certain documents, and to furnish copies of certain documents, on demand by a member or by any other specified person. Government authorities have the right of access to all . Non-compliance with the provisions relating to maintenance, preservation and inspection of , to the extent they are statutory, creates punishabl .....

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s are not dealt with in this Secretarial Standard. The Information Technology Act, 2000, permits the maintenance of in electronic mode. Such should be maintained in accordance with the provisions of the said Act. Scope The principles enunciated in this Secretarial Standard are governed by the Companies Act, 1956 and the rules and regulations framed thereunder as well as several provisions of the Securities and Exchange Board of India Act, 1992 and the rules, regulations and guidelines framed the .....

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ectors of a company. Committee means a committee of the Board. Entry includes correction thereof. Forthwith means without delay; within a reasonable time under the circumstances. Maintenance means keeping , either physically or in electronic mode as may be permitted under any law for the time being in force and includes the making of appropriate entries therein, the authentication of such entries and the preservation of such . Meeting means a meeting, duly convened and constituted, of the Board .....

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yed. Record means a documentary evidence of past events or transactions. Register means a register maintained under the Act or the SEBI Act and includes registers referred to in this Secretarial Standard. SEBI Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992) or any statutory modification or re-enactment thereof and includes any rules, regulations and guidelines framed thereunder. Words and expressions used herein but not defined shall have the meaning respectively assi .....

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y on its own behalf but which are not held in its own name. If a company nominates any person to act as a director of any other company or body corporate, the company can for the purpose of meeting share qualification requirements of such company or body corporate, hold shares in such company or body corporate either jointly in its name and in the name of each such person or nominee, or exclusively in the name of such person or nominee. In such cases, the nominal value of such shareholding shoul .....

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ntly, no entries are required to be made in respect of such investments. 1.1-2 The register should contain the following information in relation to each investment made: name of the company or body corporate in which investment is made; date of Board resolution; date of investment; kind and number of securities; purpose for making the investment; certificate number; distinctive number of securities; folio number/client ID number; cost of acquisition of securities; face value of securities; name .....

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uld be made forthwith, in chronological order and separate folios should be assigned to every person in whose name the investments are held. The details of benefits arising out of corporate actions such as rights shares, bonus shares, etc. should be recorded. 1.1-4 The register should be maintained at the registered office of the company. 1.2 Inspection 1.2-1 The register should be open for inspection of any member or debenture holder of the company during the business hours of the company witho .....

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tative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. The words reasonable restrictions relate to the time of inspection and the company may permit inspection of the register during certain identified hours only. The company should, through its notices, annual report or other communication, duly intimate members about the time of inspection of the .....

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ny or any other person authorized by the Board for the purpose. 2. Register of buy-back of securities 2.1 Maintenance 2.1-1 Every company which buys back its shares or other specified securities should maintain a register of buy-back of such shares or other specified securities. 2.1-2 A separate register should be maintained for each buy-back undertaken by the company. 2.1-3 The register should contain information relating to the date of Board or special resolution authorizing buy-back; quantum .....

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aid for buy-back; date of payment; date of cancellation of securities bought back; date of extinguishment and physical destruction of securities bought back. Date of buy-back means the date of acceptance of offer by the company after the completion of verification of offers. The company should complete the verification of the offers received within 15 days of the closure of the offer. Date of payment means the date when cash is paid or bank draft or pay order or cheque is posted to the security .....

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t every stage such as completion of buy-back, cancellation and extinguishment of securities. 2.1-6 The register should be maintained at the registered office of the company. 2.2 Inspection 2.2-1 The register is not open for inspection. 2.3 Authentication 2.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 2.4 Preservation 2.4-1 The register should be preserv .....

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operty acquired subject to a charge as well as particulars of any modification of a charge and every satisfaction of a charge. The word charge includes a mortgage or a lien, whether created or evidenced by an instrument in writing or by an agreement for deposit of title deeds. A charge is considered as fixed if it covers definite and ascertained properties such that the company is precluded from dealing with the properties so charged without the consent of the charge holder. A floating charge is .....

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description of instrument creating charge; date of completion of acquisition of properties subject to charge; particulars of the property charged and terms and conditions thereof; period and amount of charge; names and addresses of persons entitled to the charge; date of modification of charge with description of instrument modifying the charge; particulars of modification; date of satisfaction of charge or redemption of debentures; date of filing of the creation of charge or modification or sat .....

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ing of particulars of charge and entries thereof in the register of charges could be made charge holder wise. In the case of consortium documents, particulars of charge could be filed jointly and particulars thereof could be entered accordingly. Each charge should be assigned a charge number and a cross reference of the same should be given at the respective entry of modification or satisfaction of the charge. The serial number allotted by the Registrar for indexing the registered documents shou .....

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Even if satisfaction of charge is not filed, the relevant entries should be made in the register. 3.1-3 Entries should be made in the register forthwith after the creation or modification or satisfaction of a charge. 3.1-4 Entries in the register should be made in chronological order of creation of the charge and modification thereof. Each entry relating to modification of charge should also make a cross reference to the original charge. 3.1-5 Entries relating to satisfaction of charges should b .....

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y may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 3.2-2 Members or creditors can inspect the register and the instruments, if any, creating or modifying charges without payment of any fee and any other person can inspect the register on payment of the requisite fee. Any person inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporat .....

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e company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 3.4 Preservation 3.4-1 Instruments creating a charge should be preserved for a period of 8 years from the date of satisfaction of charge and should be kept in the custody of the secretary of the company or any other person authorised by the Board for the purpose. 3.4-2 The register should be preserved permanently in the custody of the secretary of the company or any other person au .....

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birth of minor; folio number; date on which the name of each person is entered in the register as a member; date on which any person ceased to be a member; allotment number or transfer number; number of shares allotted or transferred; date of allotment or transfer; nominal value of shares acquired; type of shares; number and date of issue of share certificate; transferor s name and folio number; distinctive number of shares except where such shares are held with a depository; nominal value and .....

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etc. In the case of a company without share capital, the register should contain the following particulars in respect of each member: name, father s/husband s name, address and occupation; folio number; date on which the name of each person is entered in the register as a member; date on which any person ceased to be a member; amount of guarantee; instructions, if any, given by the member with regard to sending of notices etc. In the case of shares held in dematerialized mode, the name and parti .....

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due to death or insolvency or a change of name or a change in joint holding, entries thereof should be made in the register. Entries in the register should be made both in the case of membership arising out of an agreement in writing and also in the case of any deemed membership such as membership arising on subscription to the memorandum of association or holding of qualification shares by a director. Any rectification made in the register pursuant to any direction given by the competent author .....

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he register is intimated to the company. 4.1-3 In the case of joint shareholders, the particulars of each joint shareholder should be recorded in the register. 4.1-4 No notice of any trust, express, implied or constructive, should be entered in the register. If a declaration of beneficial interest is received from any person who holds beneficial interest in a share or class of shares of the company specifying the nature of his interest, the particulars of the person in whose name the shares stan .....

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Different classes of equity shares, for the purpose of maintenance of separate registers of members, include equity shares issued with differential rights as to dividend, voting or otherwise. Separate registers should also be maintained for convertible warrant holders and holders of sweat equity shares. 4.1-6 Every company having more than 50 members should keep an index of the names of the members of the company unless the register is in such form as in itself constitutes an index. The index to .....

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de in the register whether by way of addition/deletion, should also be recorded in the index within 14 days. 4.1-7 Entries in the register should be made simultaneously with the allotment or transfer of shares and entries in the index should be made forthwith. 4.1-8 The register and index should be maintained at the registered office of the company unless, in a general meeting, a special resolution is passed, authorizing the keeping of the register at any other place within the same city, town o .....

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to a copy being kept at the office of Registrar and Transfer Agent. 4.2 Closure of Register 4.2-1 Where a company closes its register of members, it should give not less than 7 days previous notice by advertisement in an English newspaper or in a vernacular newspaper circulating in the district in which the registered office is situated. While a company is not bound to close its register even for a day, if the company chooses to close its register so as to update it for reckoning entitlement to .....

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ed mode, the notice should be given at least 15 days prior to closure. 4.3 Inspection 4.3-1 Except when the register is closed under the provisions of the Act as aforesaid, the register alongwith index should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 4.3-2 Members or debenture ho .....

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sentative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 4.3-3 Copies of the register can be demanded by any person who inspects the register. A certified copy of any folio of the register should be supplied by the company, on payment of requisite fee, to any person applying for it within 10 days exclusive of non-working days commencing on the day .....

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the Board for the purpose, by appending his signature to each entry. 4.5 Preservation 4.5-1 The register and index should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 5. Register and Index of Debenture Holders 5.1 Maintenance 5.1-1 Every company which allots debentures should maintain a Separate register for each series of debentures. 5.1-2 The register should contain information relating .....

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the register as a debenture holder; date on which any person ceased to be a debenture holder; date of transfer of debentures; serial number of instrument of transfer; transferor s name and folio number; transferee s name and folio number, transfer number, number of debentures transferred and their distinctive numbers; date of transfer; and instructions, if any, for payment of interest. In the case of debentures held in dematerialised mode, the name and particulars of the depository should be ent .....

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al or revenue authority attaching the debentures and giving directions for remittance of interest, reference thereto should be made in the register. 5.1-3 In the case of joint holding, the particulars of each joint holder should be recorded in the register. 5.1-4 No notice of any trust, express, implied or constructive, should be entered in the register. If a declaration of beneficial interest is received from any person who holds beneficial interest in a debenture or class of debentures of the .....

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est in such debentures. 5.1-5 Every company having more than 50 debenture holders should also keep an index of the names of the debenture holders of the company unless the register is in such form as in itself constitutes an index. The index to the register of debenture holders should be maintained from the date when the total number of debenture holders exceeds 50. The index of debenture holders maintained by a depository shall be deemed to be part of the index to the register of debenture hold .....

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egister at any other place within the same city, town or village in which the registered office is situated and an advance copy of the proposed special resolution is given to the Registrar of Companies. Adequate notice should be given of the address of Registrar and Transfer Agent and of any change in their address. If the Registrar and Transfer Agent is situated outside the city where the registered office is situated, a copy of the register of debenture holders, duly updated periodically, shou .....

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e its register, such closure may be for any period or periods not exceeding in aggregate 45 days in a year, but not exceeding 30 days at any one time. 5.3 Inspection 5.3-1 Except when the register is closed under the provisions of the Act, as aforesaid, the register along with index should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each wo .....

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Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 5.3-3 Copies of the register can be demanded by any person who inspects the register. A certified copy of any portion of the register should be supplied by the company, on payment of requisite fee, to any person applying for it within 10 days exclus .....

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company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 5.5 Preservation 5.5-1 The register and index should be preserved for a period of 15 years from the date of redemption of debentures and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 6. Foreign register of members or debenture holders 6.1 Maintenance 6.1-1 The foreign register of members or debenture holder .....

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tuation of such office or of its discontinuance, the company should, within 30 days from the date of such change or discontinuance, file notice of such change or discontinuance with the Registrar of Companies. 6.1-2 If a foreign register is maintained, a duplicate thereof should be maintained at the registered office of the company or at such other place where the register of members or debenture holders is kept. Every such duplicate register is deemed to be part of the principal register. The o .....

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in regard to the rectification of the register shall have the same force and effect as if it were the decision of a competent court in India. 6.2 Closure of register 6.2-1 Where a company closes its foreign register of members or debenture holders, it should give not less than 7 days previous notice by advertisement in a vernacular newspaper circulating in the district where the foreign register is kept. If the company closes its foreign register, such closure may be for any period or periods no .....

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without payment of any fee and any other person can inspect the register on payment of the requisite fee. Any person inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person s .....

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n register should be authenticated by the person in-charge of the office in the foreign country, by appending his signature to each entry. 6.5 Preservation 6.5-1 The register should be kept in the custody of the person in charge of the office in the foreign country. 6.5-2 The foreign register of members should be preserved until discontinued. On discontinuance, all entries should be incorporated in another foreign register or in the principal register. 6.5-3 The foreign register of debenture hol .....

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icate in lieu thereof. 7.1-2 The register should contain the following particulars in respect of each renewed or duplicate certificate issued: name of the person to whom the certificate is issued; date of approval of issue; folio number; class and distinctive numbers of shares; number and date of the old certificates; number and date of the new certificates; particulars of necessary changes made in the register of members. 7.1-3 Entries in the register should be made simultaneously with the issu .....

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he secretary of the company or any other person authorized by the Board for the purpose. 8. Register of contracts in which directors are interested 8.1 Maintenance 8.1-1 Every company should, from the date of its registration, maintain one or more registers, and enter therein the particulars of firms and bodies corporate of which notice of interest has been given by directors and the particulars of all contracts or arrangements in which directors are interested. The register of contracts should .....

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date of receipt of particulars of contract at the office of the company; date of entry in the register; date on which the contract was placed before the Board at its meeting for approval; names of directors present; names of interested directors; names of directors voting for and against the contract or arrangement and names of those remaining neutral; date of next meeting at which the register was placed for signature and names of directors present in that meeting. The register should also spe .....

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ffice of director in the other company. This should be recorded whether or not his shareholding exceeds 2% of the paid up share capital of the other company. If, on the date of contract or arrangement, the holding of a director in the other company exceeds 2% but has fallen below 2% on the date of the meeting at which the disclosure is required to be made, the director shall be deemed to be interested and entries in the register regarding the contract should be made. No such contract can be ente .....

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or the cost of such services does not exceed ₹ 5,000 in the aggregate in any year. Further, where any director of a banking company is interested in any contract or arrangement for the collection of bills in the ordinary course of business or any transaction with any director, relative, firm, partner or private company in the ordinary course of business, entries need not be made in the register. 8.1-3 Entries in the register should be made within 7 days of the date of the Board meeting at .....

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basis. 8.1-4 Entries should be made in the register in chronological order. 8.1-5 The register should be maintained at the registered office of the company. If the register is taken and kept at a place other than the registered office of the company for the purpose of any meeting, such removal would not amount to non-compliance if the company gives adequate notice to its members, indicating the time during normal business hours (being not less than 2 hours) and the days on which members could in .....

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the company are allowed for inspection. 8.2-2 Members can inspect the register without payment of any fee. A member inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person s .....

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cing on the day next after the day on which the request is received by the company. 8.3 Signing 8.3-1 The register should be placed at the Board meeting held next after the meeting in which the contracts or arrangements were considered and should be signed by all the directors present. 8.4 Authentication 8.4-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 8. .....

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rector, managing director, manager or secretary: present name and surname in full; any former name or surname in full; father s/husband s name and surname in full; date of birth; usual residential address; nationality including the nationality of origin, if different; business/occupation; committee membership/chairmanship in the company; office of director, managing director, manager or secretary and committee membership/chairmanship held/relinquished in any other body corporate; date of appoint .....

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by a firm, the name and address of the firm; and in respect of each partner, the full name, address, nationality and nationality of origin if different from that nationality; the father s/husband s name; and the date on which each partner became a partner should also be entered in the register. Proof of residential address may be in the form of ration card or Election Commission Identity Card or passport or driving licence etc. Change of residential address should be intimated to the company for .....

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company retire at the annual general meeting and are re-appointed at the same meeting to the same respective offices as before, such re-appointments will not be deemed to constitute a change for the purpose of filing of details with the Registrar of Companies, but the entries in connection thereto should be made in the register. The intimation regarding holding or relinquishment of office of director, managing director, manager or secretary in any other body corporate should be given by the dir .....

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company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. All contracts entered into by a company for the appointment of a manager or managing director shall also be open for inspection. 9.2-2 Members can inspect the register without payment of any fee and any other person can inspect the register on payment of the requisite fee. A member inspecting the register and/or contracts in relation to the appoint .....

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opies of the register or any portion thereof. 9.3 Authentication 9.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 9.4 Preservation 9.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 10. Register of Directors Shareholdings 10.1 Mai .....

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any, or subsidiary of the holding company of the company; date of acquisition and price or other consideration paid; date of disposal and price or other consideration received; and cumulative balance of number of securities held. The aforesaid particulars should also be entered in the register in respect of any deemed director i.e. every person in accordance with whose directions or instructions the Board is accustomed to act. Holding of securities by a director includes securities held in trust .....

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e shares as trustee should also be recorded in the register. In the case of each director or deemed director, not only should his own direct holdings, interest or right be recorded but also the holdings, interest or right in or over any of the securities of the company or of any body corporate which or the Board of which is accustomed or bound to act according to his directions or instructions, should be recorded in the register. Where the body corporate or its Board are not accustomed or bound .....

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d be given in writing and, if it is not given at a meeting of the Board, the person giving the notice should take all reasonable steps to ensure that it is brought up and read at the meeting of the Board held next after it is given. Directors should also intimate the company in case of allotment to them of right shares and bonus shares. 10.1-4 Entries should be made in the register forthwith on receiving intimation from the directors. 10.1-5 Entries in the register should be made folio-wise and, .....

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ate of its conclusion, during the business hours of the company subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. In computing the aforesaid 14 days and 3 days, Saturdays, Sundays or public holidays should be excluded. The register should also be produced at the commencement of every annual general meeting. During the continuance of the meeting, it sh .....

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gister should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 10.2-3 No person is entitled to copies of the register or any portion thereof. 10.3 Authentication 10.3-1 Entries in the register should be authenticated by the secretary of the company or by any othe .....

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ecurities and enter therein the particulars of every investment or loan made, guarantee given or security provided by the company in relation to any body corporate. Loan for this purpose includes any deposit of money made by one company with another company, not being deposits of money in a banking company. However, leasing and hire purchase transactions do not result in making of any loan or deposit and hence entries thereof are not required to be made in the register. A banking company or an i .....

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mits, the register should contain particulars of investments in rights shares also. Similarly, the register should contain particulars of investments by a holding company in its wholly owned subsidiaries. Particulars of loans made, guarantees given, securities provided by a holding company to its wholly owned subsidiaries should also be entered in the register. 11.1-2 The register should contain in respect of each investment or loan made, the particulars of the name and address of the body corpo .....

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eneral meeting approval; specific sources of funding; date of approval of financial institutions; date of disinvestment and details of number, face value and cost of securities disinvested. The maintenance of such a register by a private company, though not mandatory, would facilitate compilation of data of all loans and investments made and guarantees given and securities provided in connection therewith. In case a private company becomes a public company, all loans and investments made while i .....

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s made in respect of which the guarantee is given; date of making such loan; percentage of the exposure on guarantee given to paid up capital and free reserves; date of Board/general meeting approval; date of approval of financial institutions. 11.1-4 The register should contain the following particulars in respect of security provided for each loan: amount; date on which the security is provided; name and address of the body corporate to which loan is made in respect of which the security is pr .....

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ed office of the company. 11.2 Inspection 11.2-1 The register should be kept open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 11.2-2 Members can inspect the register without payment of any fee. A member inspecting the register can also make extracts during the course of inspection. A repre .....

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lied by the company, on payment of requisite fee, to the member applying for it within 10 days of the application, exclusive of non-working days, commencing on the day next after the day on which the request is received by the company. 11.3 Authentication 11.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 11.4 Preservation 11.4-1 The register should be pre .....

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deposit receipt number; date and amount of deposit; duration of deposit; date of maturity of the deposit; particulars of guardian, in case of a minor; rate of interest and due date(s) for payment of interest; date and amount of accrued interest; mandate/instructions for payment of interest and for non-deduction of tax at source; date of claim made by depositor; date and amount of payment of interest and repayment of principal; exempted and unclaimed deposits. Reasons for delay, if any, beyond th .....

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entries and fresh entries should be made in the register. 12.1-3 The register should be maintained deposit receipt number-wise. 12.1-4 Entries in the register should be made forthwith from the date of issuance of the deposit receipt. In the case of renewal of deposits, a fresh entry should be made for each renewal. 12.1-5 The register should be maintained at the registered office of the company. The register may be maintained at such other place as decided by the Board provided the other books .....

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lidated register of all such branches should be kept at the registered office or such other place as the Board may decide. 12.2 Inspection 12.2-1 The register is not open for inspection. 12.3 Authentication 12.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 12.4 Preservation 12.4-1 The register should be preserved for a period of 8 years from the date of t .....

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hould contain the following particulars in respect of each class of shares, each series of debentures and each class of any other securities: folio number, name, address and occupation of the applicant; number of securities applied for; date of application; application number; amount paid on application; date and mode of payment; mode of allotment; date of allotment; allotment number; number of shares taken up by the subscribers to the memorandum; amount due on allotment; date and mode of paymen .....

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r in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 13.2-2 Members or debenture holders can inspect the register without payment of any fee. A member or debenture holder inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be authorized by the Board of such body corporate. Where a representative of a body corporate inspe .....

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gister should be preserved for a period of 8 years from the date of each allotment and should be kept in the custody of the Secretary of the company or any other person authorized by the Board for the purpose. 14. Register of payment of dividend 14.1 Maintenance 14.1-1 Every company should maintain a separate register for every payment of dividend. 14.1-2 The register should contain the following particulars: percentage of dividend declared; date of book closure or record date; date of declarati .....

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abeyance in relation to any shares, whether due to registration of a transfer deed remaining pending or due to the disputed title of the claimant or otherwise, the fact should be mentioned in the register. If a member has given a mandate that dividend should be paid to any other person, the name of such person should also be entered in the register. In the event of death of a member, if the dividend is paid to his nominee or legal heirs, such fact should be mentioned. 14.1-3 Entries in the regis .....

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rd for the purpose, by appending his signature thereto. 14.4 Preservation 14.4-1 The register should be preserved for a period of 8 years from the date of payment and should be kept in the custody of the Secretary of the company or any other person authorised by the Board for the purpose. 14.4-2 Dividend reconciliation statement should be preserved as long as any dividend remains unclaimed. The dividend reconciliation statement should be prepared separately for interim and final dividend. 15. Re .....

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tors with their designation and signature of each director present; name and signature of any other person attending the meeting by invitation. 15.1-4 Every director who attends a meeting of the Board or Committee thereof should sign the attendance register at that meeting. Persons attending a meeting by invitation should also sign the attendance register, stating the capacity in which they are attending the meeting; the name of the entity they represent and the relation of that entity to the co .....

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be preserved for a period of 8 years and should be kept in the custody of the Secretary of the company or any other person authorized by the Board for the purpose. 16. Register of postal ballot 16.1 Maintenance 16.1-1 Every company which is required to or which proposes to get any resolution passed through postal ballot should maintain a separate register for each postal ballot to record the assent or dissent received through postal ballot. The register should be maintained by the Scrutinizer a .....

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r issue of duplicate postal ballots, as it is only the duplicates which will be considered while ascertaining the result of postal ballot. 16.1-2 The register should contain the following particulars in respect of each postal ballot received: serial number given by the Scrutinizer; date of receipt of postal ballot form; name, folio number/client ID number of the member; number of shares held; number of votes in favour; number of votes against; number of invalid votes and reasons therefor. A post .....

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passed through postal ballot. 16.1-5 The register should be kept at the registered office of the company after the Scrutinizer has submitted his report. 16.2 Inspection 16.2-1 The register, postal ballot forms and all other related records are not available for inspection. 16.3 Authentication 16.3-1 All postal ballot forms should be authenticated by the Scrutinizer. 16.3-2 Entries in the register should be authenticated by the Scrutinizer. 16.4 Preservation 16.4-1 The register, postal ballot for .....

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report to the Chairman. 16.4-3 The Scrutinizer should return the postal ballot forms and any related documents or records to the designated person of the company for safe keeping until the resolution has been implemented. 16.4-4 The Scrutinizer s report and office copies of the notices should be preserved in good order until the resolution has been implemented or for a period of 10 years, whichever is later. 17. Register of proxies 17.1 Maintenance 17.1-1 Every company should maintain a registe .....

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e register has been rejected, the reasons therefor should be entered in the remarks column. 17.1-3 Entries in the register should be made chronologically. 17.1-4 The register should be maintained at the registered office of the company. 17.2 Inspection 17.2-1 The register of proxies in relation to a particular meeting should be open for inspection to every member entitled to vote at that meeting, during the period beginning 24 hours before the time fixed for the commencement of the meeting and e .....

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other person should also be authorized by the Board of the inspecting body corporate. 17.2-2 No person is entitled to copies of the register or any portion thereof. 17.3 Authentication 17.3-1 Entries in the register should be authenticated by the Secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 17.4 Preservation 17.4-1 The register of proxies should be preserved for a period of 8 years from the date of the meeting .....

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of the person who inspected the ; particulars of inspected; copies, if any, taken; fees, if any, received; and signature of the parson who inspected the . 18.1-3 Entries in the register should be made forthwith. 18.1-4 The register should be maintained at the registered office of the company. 18.2 Inspection 18.2-1 The register is not open for inspection. 18.3 Authentication 18.3-1 Entries in the register should be authenticated by the Secretary of the company or by any other person authorized .....

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particulars of investments, other than securities, title whereof has not passed in the name of the company. 19.1-2 The register should contain the following particulars: date of acquisition; description of properties or documents by which the property was acquired; reasons for which title not yet passed in the name of the company; quantum of investment; date and description of title in the name of the company. 19.1-3 Entries in the register should be made forthwith, in chronological order and s .....

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e allowed for inspection. A member or debenture holder inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body c .....

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0. Register of documents executed under common seal 20.1 Maintenance 20.1-1 Every company should, from the date of its registration, maintain a register of documents on which the common seal of the company has been affixed. 20.1-2 The register should contain the following particulars: description of the document; date of the resolution authorizing the use of common seal; date of affixing seal on the document; name(s) of person(s) who attested the affixation; and the place at which the document w .....

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and should be kept in the custody of the Secretary of the company or any other person authorized by the Board for the purpose. 21. Register of records and documents destroyed 21.1 Maintenance 21.1-1 Every company should maintain a register of records and documents destroyed and enter therein the particulars of records and documents destroyed. 21.1-2 The register should contain the following particulars: description of the records and documents destroyed; name of authority authorising the destruc .....

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g his signature to each entry. 21.4 Preservation 21.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 22. Register of investors complaints 22.1 Maintenance 22.1-1 Every company should maintain a register of investors complaints and enter therein the particulars of complaints received from depositors and holders of securities of the company. 22.1-2 The register should cont .....

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mplaint has been forwarded to the Registrar of Companies, SEBI or any regulatory authority, an entry should be made in the register. 22.1-3 Entries in the register should be made forthwith in chronological order of date of receipt of the complaint. 22.1-4 The register should be maintained at the registered office of the company or, where the company has appointed a Registrar and Transfer Agent (RTA), at the office of RTA. 22.2 Inspection 22.2-1 The register should be open for inspection during t .....

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to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 22.2-3 No person is entitled to copies of the register or any portion thereof. 22.3 Authentication 22.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorised by the Board .....

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transferred. 23.1-2 The register should contain the following particulars: transfer serial number; date of lodgement of transfer deed; total number of shares to be transferred; consideration; transferor s name and folio number; certificate number(s), distinctive numbers; transferee s name and folio number, address, occupation, father s/husband s name; value of stamp duty paid; date of Board/committee resolution approving transfer; new certificate number, if any; date of dispatch of the certifica .....

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nsmission of shares 24.1 Maintenance 24.1-1 Every company should, from the date of its registration, maintain a register of transmission of shares and enter therein particulars of every share transmitted. 24.1-2 The register should contain the following particulars: transmission number; date of lodgement of application; total number of shares; in respect of the registered holder: folio number, name, number of shares, certificate number(s), distinctive numbers; in respect of applicant(s): folio n .....

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r should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 25. Register of transfer of debentures 25.1 Maintenance 25.1-1 Every company that allots debentures should maintain a register of debenture transfers and enter therein particulars of every debenture transferred. 25.1-2 The register should contain the following particulars: transfer serial number; date of lodgement of transfer application .....

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ecretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 25.4 Preservation 25.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 26. Register of transmission of debentures 26.1 Maintenance 26.1-1 Every company that allots debentures should maintain a register of transmission of debentures and enter th .....

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y; date of dispatch of the certificate. 26.2 Inspection 26.2-1 The register is not open for inspection. 26.3 Authentication 26.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 26.4 Preservation 26.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for .....

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grant; name of the grantee; number of options granted; vesting period; options vested; exercise period; options exercised; exercise price and market price per share; number of shares arising as a result of exercise of option; options lapsed, if any; any variation of terms of the scheme; date of special resolution passed for variation; lock-in-period and date of its expiry; money realised by exercise of options; total number of options in force; amount adjusted towards allotment and amount refund .....

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e of SEBI guidelines; and the resolution passed should also be mentioned in the register. 27.1-3 The register should be maintained at the registered office of the company or at such other place as the Board may decide. 27.2 Inspection 27.2-1 The register should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are .....

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thorized by the Board of the inspecting body corporate. 27.2-3 No person is entitled to copies of the register or any portion thereof. 27.3 Authentication 27.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorised by the Board for the purpose, by appending his signature to each entry. 27.4 Preservation 27.4-1 The register should be preserved for a period of 15 years from the date of exercise of options and should be kept in the custod .....

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-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called. 28.1-2 The register should contain the following particulars: date of special resolution authorizing the issue of sweat equity shares; date of Board resolution for allotment; name of the allottee; status of the allottee, i.e. whether director or employee; folio number/certificate number; reference to entry in register of members; date of issue of such shares, number of share .....

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meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 28.2-2 Members can inspect the register without payment of any fee. A member inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection .....

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e Board for the purpose, by appending his signature to each entry. 28.4 Preservation 28.4-1 The register should be preserved for a period of 8 years from the financial year in which the latest entry is made and should be kept in the custody of the secretary of the company or any other person authorised by the Board for the purpose. 29. Register in respect of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 29.1 Maintenance 29.1-1 Every listed company should maintain a reg .....

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held by them to the total paid-up capital of the target company. The register should also contain similar details in case of holding of more than 15% shares/voting rights. In case of acquisition or sale of shares/voting rights, the register should also contain details regarding the name of the acquirer and persons acting in concert with him; number and percentage of shares/voting rights acquired with respect to total paid-up capital of the target company; number of shares/voting rights sold; sh .....

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ed folio-wise. 29.1-3 The register should be maintained at the registered office of the company. 29.2 Inspection 29.2-1 The register should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 29.2-2 Members can inspect the register without payment of any fee. A member inspecting the regist .....

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tion thereof. 29.3 Authentication 29.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 29.4 Preservation 29.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 30. Register in respect of SEBI (Prohibition of Insider Trading) Regulations .....

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hen trading window was closed; date of application made by director/designated employees/relatives of director to the compliance officer for pre-clearance of trades; date of approval; date of clearance of trade(s) or reasons for non-clearance of trade(s); reasons for waiver of holding period of 30 days. The nature of transactions entered into by an insider or connected person before or after the trading window is closed and any reference to any default in reporting requirements by directors/offi .....

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n a need to know basis. The register should contain reasons of waiver of period of 30 days in case of pre-clearance of trades. 30.1-3 Entries in the register should be made forthwith. 30.1-4 The register should be maintained at the registered office of the company or at such other place as the Board may decide. 30.2 Inspection 30.2-1 The register should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articl .....

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the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 30.2-3 No person is entitled to copies of the register or any portion thereof. 30.3 Authentication 30.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorised by the Board for the purpose, by appending his signature to each entry. 30.4 Preservation 30.4-1 The register should be preserved .....

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nufacturing or mining activities, such particulars relating to utilisation of material or labour or other items of cost as may be prescribed, should also be included if such class of companies is required by the Central Government to include such particulars in the books of account. Books and papers include accounts, deeds, vouchers, writings and documents. 31.1-2 Books of account should be kept at the registered office of the company unless, in a Board meeting, a resolution is passed authorizin .....

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als of not more than 3 months, are sent by the branch office to the company at its registered office or the other place where the books of account of the company are kept. 31.1-3 Books of account should be maintained for each accounting year. 31.2 Inspection 31.2-1 Books of account and other books and papers should be kept open for inspection by any director of the company during business hours. A director can inspect the books of account pertaining to a period before his appointment as a direct .....

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ng years immediately preceding the current accounting year. 32. Annual return 32.1 Maintenance 32.1-1 Every company should maintain copies of all annual returns alongwith copies of certificates and documents required to be annexed thereto at the registered office of the company. Copies of annual returns may be kept at any other place within the city, town or village in which the registered office is situated if such other place has been approved for this purpose by a special resolution passed by .....

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al general meeting or, where no such annual general meeting is held, the last date on which the meeting should have been held. A statement of indebtedness as on the date of the annual general meeting or, where no such annual general meeting is held, the last date on which the meeting should have been held, duly certified, and proof of transfer of unclaimed dividend and other prescribed amounts to the Investor Education and Protection Fund should be preserved alongwith the annual return. 32.2 Ins .....

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eturns on payment of the requisite fee. Where shares are registered in the names of trustees as members, the beneficiaries thereof are not entitled to inspect the annual returns. A member or debenture holder inspecting the return can make extracts therefrom during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and .....

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