TMI BlogRegisters and RecordsX X X X Extracts X X X X X X X X Extracts X X X X ..... by directors and members of the company and by other persons, including creditors of the company. The right to inspect such registers and records is an enforceable right. Companies are also required to allow extracts to be made from certain documents, registers and records and to furnish copies of certain documents, registers and records on demand by a member or by any other specified person. Government authorities have the right of access to all registers and records. Non-compliance with the provisions relating to maintenance, preservation and inspection of registers and records, to the extent they are statutory, creates punishable offences and leads to various penalties on the company, the directors and every officer in default. In respect of records such as minutes books of Board meetings, committee meetings and general meetings of a company, as well as notices and agenda of meetings and notes on agenda, detailed reference has been made in the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) and their respective Guidance Notes. Hence, these records are not dealt with in this Secretarial Standard. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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 assigned to them under the Act, unless otherwise stated. References herein to Sections and Rules relate, respectively, to Sections of the Act and Rules framed thereunder, unless otherwise stated. Secretarial standards 1. Register of investments in securities not held in the name of the company 1.1 Maintenance 1.1-1 Every company should, from the date of its registration, maintain a register of investments in securities and enter therein the particulars of investments in securities made by the company 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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 register. Only one person at a time should be allowed to inspect the register. 1.2-2 No person is entitled to copies of the register or any portion thereof. 1.3 Authentication 1.3-1 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. 1.4 Preservation 1.4-1 The register should be preserved permanently and should be kept in the custody of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cated 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 preserved for a minimum period of 8 years from the date of completion of buy-back and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 3. Register of charges 3.1 Maintenance 3.1-1 Every company should, from the date of its registration, maintain a register of charges and enter therein all charges specifically affecting the property of the company and all floating charges on the undertaking or property of the company, or on any property 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 charg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... included in the register. All particulars of secured loans should be entered in the register, whether the loans are secured by a registrable charge or not. 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 be made against the respective entry for each charge. 3.1-6 Entries relating to appointment of receiver or manager or the cessation of their office should be made in the register forthwith. 3.1-7 The register should be maintained at the registered office of the company. 3.2 Inspection 3.2-1 The register alongwith copies of instruments, if any, creating or modifying charges should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icate; transferor s name and folio number; distinctive number of shares except where such shares are held with a depository; nominal value and the amount paid or agreed to be considered as paid and amount due, if any, on such shares; date of payment; date of transfer; number of shares transferred; transferee s name and folio number; nominal value of shares transferred; balance of shares held; number of shares, if any, kept in abeyance; note of declaration of beneficial interest, if any, given by the member; name and details of nominee; dividend mandates; other instructions, if any, given by the member with regard to sending of notices 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 particulars of the depository should be entered in the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... parate registers should be maintained for each class of equity and preference shares. 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 the register of members should be maintained from the date when the total number of members exceeds 50. In the case of a private company, for computing the figure of 50 members, joint holders and employee members should be excluded. The index of beneficial owners maintained by a depository is deemed to be an index to the register of members. The index should contain sufficient indication to enable correlation with the entries relating to each member in the register of members. Any alteration made in the register whether by way of addition/deletion, should also be recorded in the index ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r inspection. 4.3-2 Members or debenture holders can inspect the register and index without payment of any fee and any other person can inspect the register on payment of the requisite fee. Any person inspecting the register and index can make extracts from the register and index during the course of inspection. In case of joint holders of a share, any of them can inspect the register. 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 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 next after the day on which the request is received by the company. The company should indicate the fee payable by the person making t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by any judicial 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 company, specifying the nature of his interest, particulars of the person in whose name the debentures stand registered, other relevant particulars and a note of such declaration should be entered in the register. Such a note should also be made in the register if there is a change in the beneficial interest or a declaration is received from a person whose name is entered in the register as a debenture holder, specifying the name and other particulars of the person who holds the beneficial interest 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allowed for inspection. 5.3-2 Members, debenture holders and trustees of debenture holders can inspect the register and the index without payment of any fee and any other person can inspect the register on payment of the requisite fee. Any person inspecting the register and index can make extracts from the register and index 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 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 exclusive of non-working days commencing on the day next after the day on which the request is received by the company. The company should indicate the fee payable by the person making the demand within 3 days of receipt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 not exceeding in aggregate 45 days in each year, but not exceeding 30 days at any one time. 6.3 Inspection 6.3-1 Except when the register is closed under the provisions of the Act as aforesaid, the register should be open for inspection during business hours, 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 are allowed for inspection. 6.3-2 Members or debenture holders can inspect the register 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uld be maintained at the registered office of the company. 7.2 Inspection 7.2-1 The register is not open for inspection. 7.3 Authentication 7.3-1 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. 7.4 Preservation 7.4-1 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. 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 be maintained in respect of all contracts with bodies corporate or firms of which a general notice of interest has been given by a director, whether or not such contracts require the sanction of the Board. 8.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, 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 which approval of the contract or arrangement was obtained or, if no approval of the Board is required, within 7 days of the receipt at the registered office of the company of particulars of such contract or arrangement, or within 30 days of the date of the contract or arrangement, whichever is later. In calculating the number of days, intervening public holidays should be excluded. If there is no contract in which a director is interested, a nil entry should be made in the register on a yearly 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 m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ary of the company or any other person authorized by the Board for the purpose. 9. Register of directors, managing director, manager and secretary 9.1 Maintenance 9.1-1 Every company should, from the date of its registration, maintain a register of its directors, managing director, manager and secretary. 9.1-2 The register should contain the following particulars in respect of each director, 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 appointment and re-appointment in the company; date of cessation of office and reasons therefor; disqualifications, if any. If any director is nominated by a body corporate, the name of such body corporate; the address of its registered or principal office; and in respect of each of its directors, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontracts 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 appointment of manager or managing director 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 corporate. 9.2-3 No person is entitled to copies 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 permanentl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ver any of the securities of that body corporate should be recorded. 10.1-3 Directors should give notice of the securities of the company held, acquired or disposed of by them. It is the duty of directors and persons deemed to be directors to make disclosure of securities of the company held by them. The notice should 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, within each folio, transaction wise. 10.1-6 The register should be maintained at the registered office of the company. While the register should be maintained at the registered office of the company, at the time of the annual general meeting it should be carried to the venue of the annual general meeting. 10.2 Inspection 10.2-1 The register should ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ludes 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 insurance company or a housing finance company in the ordinary course of its business, or a company established with the object of financing industrial enterprises or of providing infrastructural facilities or a company whose principal business is the acquisition of shares, stock or other securities or a private company, unless it is a subsidiary of a public company, need not maintain this register. Though investment in rights shares is not reckoned for the purpose of computing investment/loan limits, 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 regist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rately for loans, investments, guarantee given and security provided, within 7 days of making such loan or investment or giving of such guarantee or the provision of such security. 11.1-6 The register should be maintained at the registered 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 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 corporate. 11.2-3 Copies of the register can be demanded by any member who inspects the regist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sh 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 of account and documents required under the Act are maintained at such other place and notice thereof had already been duly given to the Registrar of Companies. Such notice should also be displayed on the notice board at the registered office of the company as well as on the official website of the company. A copy of the notice should also be sent to the Reserve Bank of India. A register should also be kept at each branch of the company in respect of the deposits received at that branch. A consolidated 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 regis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13.3-1 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. 13.4 Preservation 13.4-1 The register 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 declaration and due date of payment of dividend; date of transfer to or opening of separate bank account; name, number of shares held, folio number and address of each member; bank account number and address of the bank branch where the dividend payable to the member is to be credited; amount paid on the shares; dividend payable; dividend warrant number and date and mode of payment. If the dividend declared is an interim dividend, such fact shou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 company. 15.1-5 The register should be maintained at the registered office of the company. The register may be taken to any place where a meeting of the Board or Committee is held. 15.2 Inspection 15.2-1 The register is not open for inspection. 15.3 Authentication 15.3-1 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. 15.4 Preservation 15.4-1 The register should 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 d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or whole-time director or the director so authorised and the Scrutinizer should make adequate arrangements for safe custody of the register and proof of dispatch of Notices and all envelopes received by post or by hand, until the Scrutinizer submits his 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 register of proxies for every general meeting and enter therein particulars relating to proxies appointed by any member to attend and vote instead of himself at the general meeting of the company. 17.1-2 The register should contain the following particulars: name of the member appointing the proxy; folio number of the member; number of shares held by the member; name of the proxy(ies) appointed; date and time of receipt of pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld 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 by the Board for the purpose, by appending his signature to each entry. 18.4 Preservation 18.4-1 The register should be maintained for a period of 8 years and should be kept in the custody the Secretary of the company or any other person authorised by the Board for the purpose. 19. Register of investments (Other than Securities not held in the name of the Company) 19.1 Maintenance 19.1-1 Every company should, from the date of its registration, maintain a register of investments and enter therein 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 20.2-1 The register is not open for inspection. 20.3 Authentication 20.3-1 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. 20.4 Preservation 20.4-1 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. 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 destruction; date of authorization of destruction and date of destruction. 21.1-3 Entries in the register should be made forthwith. 21.1-4 The register should be maintained at the registered office of the company or at such other place as the Board may decide. 21.2 Inspection 21.2-1 The register is not open for inspe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 for the purpose, by appending his signature to each entry. 22.4 Preservation 22.4-1 The register should be preserved for a period of 8 years from the date of the last entry and should be kept in the custody of the secretary of the company or any other person authorised by the Board for the purpose. 23. Register of transfer of shares 23.1 Maintenance 23.1-1 Every company should, from the date of its registration, maintain a register of share transfers and enter therein particulars of every share 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certificate number(s), distinctive numbers; transferee s name and folio number, address, occupation, father s/husband s name; date of Board/committee resolution approving transfer; new certificate number, if any; date of dispatch of the certificate. 25.2 Inspection 25.2-1 The register is not open for inspection. 25.3 Authentication 25.3-1 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. 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 therein particulars of every debenture transmitted. 26.1-2 The register should contain the following particulars: transmission number; date of lodgement of application; total number of debentures; in respect of the registered holder: folio number, name, number of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gister 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 allowed for inspection. 27.2-2 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 should also be authorized 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 author ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g body corporate. Where shares are registered in the names of trustees as members, the beneficiaries thereof are not entitled to inspect the register. 28.2-3 Copies of the register can be demanded by any person who inspects the register. 28.3 Authentication 28.3-1 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. 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 register in the format prescribed by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 29.1-2 The register should contain the following particulars: names of persons holding more than the specified percentage of voting rights or number of shares, names ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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, 1992 30.1 Maintenance 30.1-1 Every listed company should maintain year-wise, a register in terms of SEBI (Prohibition of Insider Trading) Regulations, 1992. 30.1-2 The register should contain the following particulars: name of the compliance officer; date of initial and continual disclosures made by directors, officers and designated employees; disclosures made by the company to the Stock Exchange; date of opening and closing of trading window; whether in ESOSs exercise of option was allowed when 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e purpose. Records 31. Books of Account 31.1 Maintenance 31.1-1 Every company should, from the date of its registration, maintain proper books of account. The term proper books of account refers to such books as are necessary to present a true and fair view of the state of affairs of the company. In the case of a company engaged in production, processing, manufacturing 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 authorizing the keeping of the books of account at any other place in India. When the Board decides to keep the books of account at some place other than the registered office, the company shall, within 7 days of such decision, file in the prescribed format a written notice of the address of that place with th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ebtedness 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 Inspection 32.2-1 The copies of annual returns and certificates required to be annexed thereto 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. 32.2-2 Members or debenture holders can inspect the annual returns without payment of any fee and any other person can inspect the annual returns 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 corpo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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