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Labz India Notification 13 of 2012

A written-cum-video initiative to know your corporate legal position as on date

Legal Queries???

What are secretarial works & compliances? Whether secretarial refers to company law related records? Whether secretarial filing is as crucial as Income tax filing? What is the time period to update secretarial records? Whether shareholders can inspect books & registers maintained under Company laws? Is it mandatory to give a copy of the registers to members? Whether the registers maintained to be filed with RoC? Will MCA officials inspect the registers maintained? Can registers be maintained at Corporate office of the company or at Director’s home? Do you wish to conduct Secretarial audit for creating proper system of documentation in the company? Whether Secretarial indicate the records, documents & returns in the course of practising laws and ensure its completeness? Can a company refuse the inspection of registers by members?

Solution…

Updating information in Statutory registers & showing the same to members as required under law

Every company or LLP shall maintain certain books of accounts and statutory registers at its registered office as mandated under law. Certain compliances shall be executed to move the registers at a place other than the registered office.

Every company shall maintain the register of directors, shareholders, investments, debt holders, issue of share certificates, maintenance of minutes, dividends, contracts, fixed deposits and the like in order to provide opportunity of inspection to the members, directors and authorities or such other persons. Under certain provisions under the Act it is mandatory to provide certified copies of such register to the members, directors and authorities or such other persons under some circumstances. Read More... 

Requirement under Indian laws on Updating information in Statutory registers & showing the same to members as required under law:

Though the secretarial registers & records shall be maintained under most of the laws in force in India, we are focusing on Statutory registers to be maintained under Company laws.  The Act mandates to maintain registers & records of the composition of the company in physical form at the registered office (as registered with Registrar of Companies (RoC)) of the company and shall require members consent to shift to other place within the city. Law has made certain registers confidential and not accessible by members such as board meeting minutes, buy back register, books of accounts, etc… Similarly there are certain registers which the company has the privilege of NOT giving the copies like charge register, dividend register, directors register, etc… There are certain other registers like debenture trust deed, general meeting minutes register, etc…the members can go to the extent of compelling the company to allow the inspection of the same by applying before Company Court or CLB!

Myth buster on Updating information in Statutory registers & showing the same to members as required under law:

Once the company is formed, it so happens that the business men care less about the legal requirements thereafter unless a show cause notice is issued by RoC or a sudden inspection of RoC officials happens in the company.  The company’s directors will be primarily held responsible for non-updation of statutory books of the company.  It is their duty to ensure all the registers are kept and whether all the members are provided with copies as required under law. Registers shall be updated on occurring of events & periodically and shall be cross verified by the directors on a quarterly basis. If registers are not maintained or updated on time, it shall amount to violation of company laws.  So, it becomes mandatory on part of the company to keep the registers updated at any point in time. Further, the investor grievance officer of the company should be well trained with the requirement of laws as to whether members or officials are allowed for inspection of registers, are they allowed to take copies of the same and can they be restricted from such inspection?

Caution point on Updating information in Statutory registers & showing the same to members as required under law!!!

A fake entry in the register can cost high to the company.  Say, an entry in the register of members is considered to be the final proof to determine whether a person is a member or not irrespective of the person carrying a proof of share certificate or not.  So an entry in the register can legalise the fact; similarly a wrong record may incur hefty legal costs to the company.  A register can stand as evidence in the court of law.  There are cases where the authorized representatives of the directors can also inspect the registers of the company, if authority is given to him.  Like such, the maintenance, updation, inspection & taking copies from a register plays a crucial role in the functioning of the company to handle stakeholder grievances.  The registers shall be kept updated all the time to be legally safe and to face surprise visits by various authorities.  Every director of the company shall take a look at the updation status of registers on every quarterly basis to understand not only the legal position of the company but also to safeguard themselves from legal risks involved.

WATCH LAWLABZ VIDEO on  Updating information in Statutory registers & showing the same to members as required under law!!! (Click Here):

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Legally Yours,

Happy Consulting with www.lawlabz.com

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