Secretarial Records

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Secretarial Records


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About Secretarial Records

Secretarial Audit a Governance measure that will have a positive effect on corporate entity. It is Compliance Audit system that used to carrying out auditing of compliances along with all Rules and Regulation made there under. It is a process to check compliances made by the Company under various Law, Rules, Regulation, and Procedure.

Applicability

According to section 204 of Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, company required to obtain Secretarial Audit Report from independent practicing company Secretary.

All Listed Company

every public Company having Paid up Share Capital of Rs 50 crore or more; or,

every public company having a Turnover of Rs. 250 crore or more.

Minutes Of Meeting

General Meeting Minutes

Minute Book of General Meeting shall be preserved permanently.

Minute Book of General Meeting shall be kept at Registered Office.

Minute Book of General Meeting shall be kept open, during business hours for inspection by any member without charge.

Company may restrict these inspection hours by mentioning in AOA or passing resolution in General Meeting but these business hours cannot be less than 2 hours.

Board & Committee Meeting:

Company may restrict these inspection hours by mentioning in AOA or passing resolution in General Meeting but these business hours cannot be less than 2 hours.

Mandatory Statutory Registers

Register Of Renewed And Duplicate Share Certificates

Section 46(3) Of Companies Act, 2013 Read With Rule 6(3)(A) Of The Companies (Share Capital And Debentures) Rules, 2014

This register shall be maintain in Form SH-2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued.
Register shall be kept at the Registered Office of company.
Register shall be preserved permanently.

Register Of Members:

Section 88 (1)(a) of Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014

  • Every Company limited by shares shall maintain Register of Members in Form MGT-1.
  • Company shall maintain separate register of debenture holders or security holders, in Form MGT-2 for each type of Debenture or other Securities.
  • Entries in the register will be made in 07 (seven) days from the date of approval of allotment, transfer of shares, debentures or any other securities.
  • The registers shall be maintained at the Registered Office of the company.
  • Register of Members (MGT-1) shall be preserved permanently.
  • Register of Debenture and Other Security holder (MGT-2) shall be preserved for 08 (eight) years from the date of redemption of Debenture and other Security.

Register Of Transfer & Transmission:

Section 56 of Companies Act, 2013

The Company should maintain separate register for Transfer &
Transmission of Equity/ Preference Shares.
Register shall be kept at the Registered Office of company.

Register Of Employee Stock Option:

Section 62(1)(b) of Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014

This Register shall be maintained in Form SH-6.
Register shall be kept at the Registered Office of company.

Register Of Security Buy Back:

Section -68 (9) of Companies Act, 2013 read with Rule 17 of Companies (Share Capital and Debentures) Rules, 2014

This Register shall be maintained in Form SH-10.
Register shall be kept at the Registered Office of company.

Register Of Deposits:

Section 73 and 76 of Companies Act, 2013 read with Rule 14 of Companies (Acceptance of Deposits) Rules, 2014

This Register shall be maintained in Form CHG-7.
Register shall be kept at the Registered Office of company.
Register shall be preserved permanently

Register Of Charges:

Section 85 of Companies Act, 2013 read with Rule 10 of Companies (Registration of Charges) Rules, 2014

This Register shall be maintained in Form CHG-7.
Register shall be kept at the Registered Office of company.
Register shall be preserved permanently.

Register Of Sweat Equity Shares:

Section 54 of Companies Act, 2013 read with Rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014

This Register shall be maintained in Form SH-3.
Register shall be kept at the Registered Office of company.

Register Of Directors & Key Managerial Personnel:

Section 170(1) of Companies Act, 2013 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014

  • Every Company limited by shares shall maintain Register of Directors in prescribed format.
  • The registers shall be maintained at the Registered Office of the company..
  • Register shall be preserved permanently.

Register Of Loan Investment And Guarantee:

Section186(9) of Companies Act, 2013 and read with Rule 12(1) of the Companies (Meeting of Board and its Powers) Rules, 2014

Every company giving loan or guarantee or providing security or making an acquisition under this section shall keep a register in Form MBP-2 which shall contain particulars of:

  • Loan
  • Guarantee Given
  • Security provided
  • Investment made

Register Of Investment Made By A Company Not Held In Its Own Name:

The general rule is that all the investments made by a company shall be made and held in its own name.
  • Where any investments made by the company are not held in its own name, the company shall maintain a register in Form MBP-3 at its Registered Office, mentioning the reasons for holding the same in the name of third party.
  • Register shall be open for inspection by any member or debenture holder of the company without any fee during business hours.

Register Of Contracts Or Arrangements In Which Directors Are Interested:

Section 189 of Companies Act, 2013 read with Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014

  • Every company shall maintain register(s) in Form MBP-4, and shall enter therein the particulars of agreements and contracts in which Directors are interested.
  • The register shall be placed before next meeting of board and signed by all directors present at that meeting.
  • The register shall be preserved permanently.

Share Certificate

A share Certificate is a document issued by company evidencing that the person named in the certificate is owner of number shares of Company as specified in the Certificate.

TIME PERIOD FOR ISSUE OF SHARE CERTIFICATES

In case of Incorporation: With in a period of 2 (Two) Month from the date of Incorporation to the subscriber of Memorandum.

In case of Allotment: With in a period of 2 (Two) Month from the date of allotment of shares.

In case of Transfer: With in a period of 1 (One) Month from the date of receipt of instrument of Transfer by the Company

MAINTENANCE OF BLANK SHARE CERTIFICATE

All blank form to be used for issue of share certificates shall be printed and the printing shall be done only on the authority of a resolution of the Board. (Board of Directors in their Meeting will pass a resolution for printing of Blank Share Certificates).

The blank form shall be consecutively machine- numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing

The Company Secretary or authorized person shall be responsible for rendering an account of these forms to the Board.

All books relating to share certificates shall be preserved in good order not less than thirty years.

DESTROY of Surrendered Certificates: All certificates surrendered to a company shall immediately be defaced by stamping or printing the word “cancelled” in bold letters and

May be destroyed after the expiry of three years from the date on which they are surrendered.

Board will pass resolution for giving authority for destroys of such Certificates.

Destroy should be done in the presence of a person duly appointed by the Board in this behalf.

ISSUE OF RENEWED SHARE CERTIFICATE

Company can issue fresh certificate by splitting, consolidating or replacing old certificate.

FRESH Certificate can be issued: Fresh Certificate can be issued in following cases:

If the Share Certificate are sub-divided consolidated or

In replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or

Where the pages on the reverse for recording transfer have been duly utilized

CONDITION for issue of Fresh Certificate

Fresh Certificate will be issue after surrender of old Certificate.

Company can charge upto Rs. 50/- pre certificate as decided by the Board.

CHARGES for issue of Fresh Certificate (in lieu of Consolidation, sub-division)

Company can charge for Sub-divided or consolidated or old share Certificate.

But Company Can’t charge where pages on reverse for recording transfer have been utilized.

If fresh certificates issued pursuant to scheme of arrangement sanctioned by the High Court or Central Government No fee shall be payable.

RECORD TO BE MAINTAINED

Record of renewed and Duplicate Share Certificates shall be maintained in Form SH-2.

The register shall be kept at registered office or where register of member is kept in proper custody.

All entries made in register shall be authenticated by Company Secretary or authorized person.

DUPLICATE SHARE CERTIFICATE

Situations When duplicate Share Certificates can be issued, if original certificate is lost or destroyed.

TIME PERIOD FOR ISSUE OF DUPLICATE SHARE CERTIFICATES

In case of Unlisted Companies: The duplicate share certificates shall be issued within a period of 3 (Three) month.

In case of Listed Companies: The duplicate share Certificate shall be issued 15 (fifteen) days, from the date of submission of complete documents with the Company.

RECORD TO BE MAINTAINED

Record of renewed and duplicate shares certificates shall be maintained in form SH-2.

The register shall be kept at registered office or where register of member is kept in proper custody.

All entries made in register shall be authenticated by Company Secretary or authorized person.

Process

Discussion.

Identify scope and objective.

Obtain formal engagement letter.

Meeting with teams.

Planning for audit programme.

Preparation of working paper.

Observation and summary of finding.

Audit report.

Frequently Asked Questions

Whether share certificate should be issued for partly paid up shares?

A Share certificate has to be issued whether the shares are partly paid up or fully paid up.

If security is issued in Demat form, issue of share certificate is not required

Company shall intimate details of allotment of securities to depository immediately on allotment of such securities. [Provision of Section 56(4)]

Every person holding shares of the Company.
Every person whose name is entered as a beneficial owner in the record of a depository

In case of dispute prima facie evidence through share certificate get precedence, over the evidence of register of members, as the register of members, being under control of Company is susceptible to manipulation

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