Compliance of Statutory Register and Minutes Under Companies Act, 2013

Compliance of Statutory Register and Minutes Under Companies Act, 2013. Under the Companies Act, 2013, maintaining statutory registers and minutes is a key aspect of corporate compliance and governance. Every company, whether private or public, is required to keep and update specific registers that record crucial details such as members, directors, charges, and shareholding patterns. In addition, companies must prepare and maintain accurate minutes of meetings including board meetings, committee meetings, and general meetings which serve as the official record of decisions taken and discussions held. These records not only ensure legal compliance but also enhance transparency, accountability, and stakeholder trust. Failure to maintain these registers or minutes can lead to penalties and impact the legal standing of a company. Therefore, timely and proper maintenance of statutory records and minutes is essential for effective corporate administration under the Companies Act, 2013.
Why is it important to maintain such records?

Statutory requirements.

Failure to maintain records attracts penalties on the company as well as an officer in default.

Some records and registers are required to be kept open for inspection by the company for inspection by its members, directors, creditors and other people and the right to inspection is and enforceable right.

Serves as evidence in case of any legal dispute.

For maintaining corporate governance.

Helpful for future references.

Important for future business transactions like mergers and acquisitions, takeover, etc.

Official record of transactions undertaken by the company, etc.

Meaning of Statutory Registers
Under the Companies Act, 2013, a statutory register refers to a mandatory record that every company is required to maintain at its registered office. These registers contain vital information about the company’s internal affairs, such as details of its members, directors, shareholdings, charges, loans, and contracts. The primary purpose of maintaining statutory registers is to ensure transparency, facilitate regulatory compliance, and provide accurate records for inspection by regulators, shareholders, and other stakeholders. Some of the key statutory registers include the Register of Members (Section 88), Register of Directors and Key Managerial Personnel (Section 170), Register of Charges (Section 85), and the Register of Contracts in which Directors are interested (Section 189). These registers must be updated regularly and made available for inspection as prescribed under the Act. Non-compliance with the provisions related to statutory registers may result in penalties, making them a important component of sound corporate governance.
Meaning of Minutes
Under the Companies Act, 2013, the term "minutes" refers to the official written record of the proceedings and decisions taken during various meetings of a company, such as Board meetings, General Meetings (AGM or EGM), Committee meetings, and Postal Ballots. As per Section 118 of the Act, every company is required to prepare and maintain minutes within 30 days of the conclusion of the meeting. These minutes must be signed and dated by the Chairperson of the meeting or of the next meeting, and they serve as legal evidence of the resolutions passed and matters discussed. Properly maintained minutes are presumed to be correct unless proven otherwise, and they ensure transparency, accountability, and compliance with corporate governance norms. Minutes of general meetings must also be made available for inspection by members. Maintaining accurate minutes is a statutory obligation and a vital practice for ensuring the integrity of corporate decision-making. 
Governing Laws
Provisions of Companies Act, 2013 w.r.t maintenance of statutory Registers: -
Table will be as it is
Provisions of companies Act, 2013 W.r.t. maintenance of minutes

Description: Minimum Book of Proceeding of general meeting, Board Meeting, Committee meeting, other meeting and resolutions passed by postal Ballot.

Applicable Provisions: Section 118 read with Rule 25 of companies (Management and Administration) Rules, 2014 read with Secretarial Standards 1& 2

Compliance Checklist & Procedural Aspects
Statutory Register:

Name, Address, PAN of depositor(s) In case of Minor Guardian's Particulars-Nominee Particulars Deposit Receipt Number Date and amount of deposit Duration and repayment date.

Rate of Interest Due date for payment of interest mandate and instructions for payment of interest and for non-deduction of tax at source, if any.

Date or dates of interest payment details of security or charge created for repayment any other relevant particulars Place of Keeping Register

Registered Office of the Company-Time Period for making entries.

Within 7 days from the date of issuance of Receipt- Authentication.

Director/ Company Secretary/Other Person authorized by Board- Preservation Period.

8 years from the financial year in which the latest entry is made in the register.

Charges: As per specified in form CHG-7

Charge ID, Date of Creation or date of acquisition of property subject to charge, Date of Registration of creation of charge, Description of Property charged, Period & Amount secured by charge, Names and addresses of Charge holder, Terms and conditions of charge.

Description of instrument creating charge.

Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) W.r.t MODIFICATION.

Date of Modification, Date of Registration of modification of charge, Of modification, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any). W.r.t SATISFACTION.

Date of Satisfaction, Date of Registration of satisfaction of charge, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) Place of Keeping Register.

Registered Office of the Company Time Period for making entries.

Forthwith after Creation, Modification or satisfaction of charge Authentication.

Director/ Company Secretary/ Other Person authorized by Board-Preservation Period: Permanently Right of Inspection.

During business hours Members/ Creditors Free of Charge Others On payment of such fees and subject to restrictions as may be imposed by Articles of the Company.

Members: Form MGT-1

In the case of a company limited by shares.

Class of shares.

Nominal value per share, Total number of shares.

Personal details of member: Name, Name of joint holder (if any), Address; E-mail Id, CIN/ Registration Number, Unique identification number, Father's/ Mother's/ Spouse's Name; Status, Occupation, Nationality.

In case of minor- Name of guardian and Date of Birth of minor

Details of membership: Date of becoming member, Declaration in Respect of Beneficial Interest in any Share (if any), Name and address of beneficial owner, date of receipt of nomination (if applicable), Name and address of nominee.

Shares kept in abeyance (if applicable), lien on shares (if applicable); Date of cessation of membership.

Instructions: Of dividend mandates, power of attorney and other instructions, if any, Instruction for sending notices etc.,

If any details of shareholding: Allotment No./ Transfer No.: Date of allotment/transfer, No. of shares allotted/ transferred; Distinctive Numbers; Folio No. & Name of transferor (if applicable); Date of issue or endorsement of share certificate; Certificate No.; Lock-in period (if any); Amount Payable/paid/deemed to be paid/ due; Particulars if shares are issued for consideration other than cash; Number of shares and date of transfer/transmission/ forfeiture/ redemption; Distinctive Number; Name & Folio No. of transferee; Balance shares; Remarks and Signature;

In case of company limited by guarantee: Apart from personal details of members, instructions as mentioned above; the details such as date of becoming member, date of cessation; amount of guarantee and any other interest if any: Index of Register: If number of members exceeds fifty Place of Keeping Register Registered office If Special Resolution is passed then it can be kept at any other place within same city, town, village where registered office is situated or-any other place in India where 1/10th of total number of members reside- Time Period for making entries in register and index (if applicable): 7 days after Board/Committee approval w.r.t allotment, transfer Authentication: Company Secretary/Other Person authorized by Board-Inspection/Copies Free for members during business hours- at least for 2 hours

Other Person- Payment of such fees as prescribed in AOA not exceeding Rs. 50/ for each inspection In case of if member requires copy of such register/entry- Payment of such fees as prescribed in AOA not exceeding Rs. 10/- for each page:- Custody: Company Secretary/ Other Person authorized by Board Preservation Period: Permanently Penalty: On Company: Rupees Three Lakhs, On every Officer in default: Rupees Fifty Thousand.

Directors and Key managerial Personnel and their shareholding

Personal Details like DIN, name, surname, former name if any, father's name, mother's name, spouse name (if married), date of birth, residential address, nationality, occupation.

Other details like Date of Board Resolution in which appointment was made, Date of appointment and reappointment; date of cessation and reasons, whether such office is held or relinquished in any other body corporate.

Membership no. of ICSI in case of CS if applicable.

PAN of KMP if not having DIN DETAILS OF SECURITIES.

Securities held by Directors or KMP in Company, its holding, subsidiary, associate, subsidiary of Company's holding containing details of securities such as name, description and nominal value; date of acquisition, price or other consideration paid.

Date of disposal and price and other consideration received.

Cumulative balance and number of securities held after each transaction, mode of acquisition, mode of holding, whether such securities have been pledged or encumbered-Place of Keeping Register: Registered Office of the Company: - Preservation Period: Permanently.

Contracts or Arrangements in which Directors and interested:

Part A: disclosure of related party transactions: Date of contract/arrangement.

Name of party with which contract is entered.

Relation with director/company/ nature of concern or interest, Principal terms and conditions, whether the transaction is at arm's length basis.

Date of Board Approval along with details of voting on such resolution; Date of next Board Meeting in which register was placed for signature.

Reference of sub-section of section 188 under which such transaction falls.

Amount, date of shareholders' approval, if any, Signature and Remarks.

Part B: DISCLOSURE OF INTEREST OF DIRECTORS: Names of the Companies/bodies corporate/ firms/ association of individuals.

Name of Interested Director.

Nature of Interest or Concern.

Change in interest or concern.

Shareholding, Date on which interest or concern arose/changed.- Place of Keeping Register.

Registered Office of the Company- Time Period for making entries.

On receipt of necessary information/ whenever there is cause to make entry, The entries should be made in chronological order- Custody.

Company Secretary/Other Person authorized by Board- Authentication: Company Secretary/ Other Person authorized by Board- Preservation Period.

Permanently- Penalty: Every Director in default-Rupees Twenty-Five Thousand.

Loans, Guarantee, security and acquisition made by the company:

Mbp-2-details w.r.t loans/guarantee/securities/ acquisitions.

Nature of transaction, Date, Name and address of person/ body corporate to whom it is made or given or whose securities have been acquired.

Amount, Time Period, Purpose, Percentage of such transaction as to pay up capital, free reserves and securities premium and percentage of free reserves and securities premium

Date of Board Resolution, Date of Special resolution (if required).

Additional details about loans rate of interest, date of maturity.

Additional details in case of acquisition number and kind of securities, nominal and paid-up value, cost of acquisition, date of selling investment, selling price, signature and remarks-

Place of Keeping Register: Registered Office of the Company Time Period for making entries: Chronologically within seven days of making such loan or giving guarantee or providing security or making acquisition.

Custody: Company Secretary/Other Person authorized by Board- Authentication.

Company Secretary/ Other Person authorized by Board Preservation Period: Permanently Inspection.

Free for members and Extracts may be furnished to members on payment of fees as prescribed in AOA which shall not exceed Rs. 10/- per page Penalty.

Company-Minimum Twenty-Five Thousand which may extend to Rupees Five Lakhs; Every Officer in Default Imprisonment up to 2 years and fine Minimum Twenty-Five Thousand which may extend to Rupees One Lakh.

Minutes (Provisions as per Companies Act 2013 Read with Secretarial Standards)
Maintenance: 
It shall be maintained in minutes book and a separate Minute Book must be maintained for each category of meeting:

Pages of minutes shall be consecutively numbered

It shall not be pasted or attached in Minutes Book or tampered with in any manner,

Minutes book if maintained in loose leaf, then it shall be bound periodically depending on size, volume, coinciding with one or more financial years;

Place of Maintenance: 
Registered Office
Mode of Maintenance:

Physical or

Electronic mode with time stamp

Contents:

It shall state the serial number, type of meeting, day, date, time and venue.

Name of Directors, Company Secretary, Invitees present.

Mode of presence of director-physical/electronic,

Record presence of quorum.

Leave of absence; if any

Noting of Preceding Meetings, Meetings of Committee; Resolutions passed by circulation; including dissent or abstention if any,

Directors particularly Independent Directors views.

Fact of dissent: Name of Directors who dissented from resolution or abstained from voting

Meeting Commencement and Conclusion time.

Recordings:

It shall be written in third person and past tense; however, the resolutions be written in present tense,

The proceedings of the Meetings shall be recorded by Company Secretary; in case there is no Company Secretary Person Authorized by board/Chairman.

Chairman has absolute discretion to exclude from Minutes if such matter is reasonably regarded as defamatory of any person/irrelevant/immaterial/detrimental to interests of Company.

Circulation of minutes:

Draft minutes shall be circulated to all the directors within 7 days of the meeting by hand or speed post or by registered post or by courier or by email or any other recognized electronic means.

Proof of sending draft minutes must be maintained and preserved for such a period as may be decided by the Board which shall not be less than 3 years from the date of the meeting:

Comments on Draft Minutes shall be communicated by Directors within 7 days from the date of circulation.

Date of entry:

Time for entry in Minutes Book- Within 30 days from the date of conclusion of the Meeting:

Date of Entry of Minutes shall be recorded in Minutes Book

By Company Secretary,

In case there is no Company Secretary- Any other Person duly authorized by the Board or Chairman.

Signing of minutes:

Minutes of Previous Meeting may be signed either by the Chairman of that Meeting at any time before the next meeting or by Chairman of next Meeting at next Meeting:

Each page of the Minutes shall be initialed by the Chairman and last page shall be signed by the Chairman mentioning the date on which and place where he has signed the Minutes, if the Minutes are maintained electronically by the Company the same should be digitally signed by the Chairman

Blank space between the Conclusion of Minutes and Signature shall be scored out by Chairman.

Copy of Signed Minutes certified by Company Secretary and in case there is no Company Secretary by any Director authorized by board shall be circulated to all directors within 15 days from the date of signing of minutes.

Preservation Period: Permanently 
Custody:

Company Secretary,

In case there is no Company Secretary- Any Director duly authorized by the Board or Chairman,

Penalty:

Section 118 (11)- For Non-Maintenance.

On Company- Rupees Twenty-Five Thousand.

On Officer in Default-Rupees Five Thousand.

Section 118 (12) - If a person is found guilty of tampering the minutes, he shall be punishable with Imprisonment-Up to Two Years and

Fine- Minimum Rupees Twenty-Five Thousand which may extend to Rupees One Lakh.

Role Of Secretarial Standards:

Section 118 (10) mandates Companies to observe Secretarial Standards on Board Meetings (55-1) and General

Meetings (SS-2)

Impact of Adoption of Secretarial Standards

Better Corporate Governance

Uniform Practices

Protecting Individual Directors

Prevention of oppression and mismanagement

Better monitoring of Compliances

Builds Investors' confidence

Provides clarity where the law is not clear/silent

Conclusion
Compliance with the statutory registers and minutes under the Companies Act, 2013 is a vital element of responsible corporate governance. It ensures that a company operates within the legal framework, maintains transparency in its operations, and upholds accountability to its stakeholders. Properly maintained registers and minutes serve as official evidence of the company’s internal decisions and regulatory adherence. Non-compliance not only exposes a company to legal consequences and penalties but can also damage its reputation and stakeholder trust. Therefore, diligent upkeep and regular updating of statutory records and meeting minutes is not merely a procedural formality it is essential for sustaining lawful, ethical, and effective corporate management. 
FAQs
Q1. What are statutory registers under the Companies Act, 2013?
Ans. Statutory registers are legally mandated records a company must maintain, such as registers of members, directors, and charges.
Q2. Is it mandatory for all companies to maintain statutory registers?
Ans. Yes, every company (except some exemptions for private companies) is required to maintain specified statutory registers.
Q3. Where should statutory registers be maintained?
Ans. They must be kept at the company's registered office or any other location approved by a board resolution and notified to the ROC.
Q4. What is the time limit to enter details in statutory registers?
Ans. Entries must generally be made within 7 to 15 days from the date of the transaction, depending on the register.
Q5. Who is responsible for maintaining statutory registers?
Ans. The company’s directors and company secretary (if appointed) are responsible for maintaining and updating them.
Q6. What are minutes under the Companies Act, 2013?
Ans. Minutes are the written record of proceedings and resolutions passed at meetings of the board, committees, or shareholders.
Q7. How soon should minutes be recorded after a meeting?
Ans. Minutes must be recorded in the minutes book within 30 days of the conclusion of the meeting.
Q8. Can minutes be kept in electronic form?
Ans. Yes, companies may maintain minutes in electronic format, subject to prescribed rules and digital signature.
Q9. Are statutory registers and minutes open for inspection?
Ans. Yes, members and in some cases directors and regulators can inspect these records, depending on the register type.
Q10. What are the penalties for non-compliance with register or minute requirements?
Ans. Non-compliance may lead to fines on the company and its officers under relevant sections of the Act.

Under the Companies Act, 2013, maintaining statutory registers and minutes is a key aspect of corporate compliance and governance. Every company, whether private or public, is required to keep and update specific registers that record crucial details such as members, directors, charges, and shareholding patterns. In addition, companies must prepare and maintain accurate minutes of meetings including board meetings, committee meetings, and general meetings which serve as the official record of decisions taken and discussions held. These records not only ensure legal compliance but also enhance transparency, accountability, and stakeholder trust. Failure to maintain these registers or minutes can lead to penalties and impact the legal standing of a company. Therefore, timely and proper maintenance of statutory records and minutes is essential for effective corporate administration under the Companies Act, 2013.

Why is it important to maintain such records?

Statutory requirements.
Failure to maintain records attracts penalties on the company as well as an officer in default.
Some records and registers are required to be kept open for inspection by the company for inspection by its members, directors, creditors and other people and the right to inspection is and enforceable right.
Serves as evidence in case of any legal dispute.
For maintaining corporate governance.
Helpful for future references.
Important for future business transactions like mergers and acquisitions, takeover, etc.
Official record of transactions undertaken by the company, etc.

Meaning of Statutory Registers

Under the Companies Act, 2013, a statutory register refers to a mandatory record that every company is required to maintain at its registered office. These registers contain vital information about the company’s internal affairs, such as details of its members, directors, shareholdings, charges, loans, and contracts. The primary purpose of maintaining statutory registers is to ensure transparency, facilitate regulatory compliance, and provide accurate records for inspection by regulators, shareholders, and other stakeholders. Some of the key statutory registers include the Register of Members (Section 88), Register of Directors and Key Managerial Personnel (Section 170), Register of Charges (Section 85), and the Register of Contracts in which Directors are interested (Section 189). These registers must be updated regularly and made available for inspection as prescribed under the Act. Non-compliance with the provisions related to statutory registers may result in penalties, making them a important component of sound corporate governance.

Meaning of Minutes

Under the Companies Act, 2013, the term "minutes" refers to the official written record of the proceedings and decisions taken during various meetings of a company, such as Board meetings, General Meetings (AGM or EGM), Committee meetings, and Postal Ballots. As per Section 118 of the Act, every company is required to prepare and maintain minutes within 30 days of the conclusion of the meeting. These minutes must be signed and dated by the Chairperson of the meeting or of the next meeting, and they serve as legal evidence of the resolutions passed and matters discussed. Properly maintained minutes are presumed to be correct unless proven otherwise, and they ensure transparency, accountability, and compliance with corporate governance norms. Minutes of general meetings must also be made available for inspection by members. Maintaining accurate minutes is a statutory obligation and a vital practice for ensuring the integrity of corporate decision-making.

Governing Laws

Provisions of Companies Act, 2013 w.r.t maintenance of statutory Registers: -

Table will be as it is

Provisions of companies Act, 2013 W.r.t. maintenance of minutes

Description: Minimum Book of Proceeding of general meeting, Board Meeting, Committee meeting, other meeting and resolutions passed by postal Ballot.
Applicable Provisions: Section 118 read with Rule 25 of companies (Management and Administration) Rules, 2014 read with Secretarial Standards 1& 2

Compliance Checklist & Procedural Aspects

Statutory Register:

Name, Address, PAN of depositor(s) In case of Minor Guardian's Particulars-Nominee Particulars Deposit Receipt Number Date and amount of deposit Duration and repayment date.
Rate of Interest Due date for payment of interest mandate and instructions for payment of interest and for non-deduction of tax at source, if any.
Date or dates of interest payment details of security or charge created for repayment any other relevant particulars Place of Keeping Register
Registered Office of the Company-Time Period for making entries.
Within 7 days from the date of issuance of Receipt- Authentication.
Director/ Company Secretary/Other Person authorized by Board- Preservation Period.
8 years from the financial year in which the latest entry is made in the register.

Charges: As per specified in form CHG-7

Charge ID, Date of Creation or date of acquisition of property subject to charge, Date of Registration of creation of charge, Description of Property charged, Period & Amount secured by charge, Names and addresses of Charge holder, Terms and conditions of charge.
Description of instrument creating charge.
Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) W.r.t MODIFICATION.
Date of Modification, Date of Registration of modification of charge, Of modification, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any). W.r.t SATISFACTION.
Date of Satisfaction, Date of Registration of satisfaction of charge, Reasons for delay in filing (if any), Facts and date of condonation of delay, (if any) Place of Keeping Register.
Registered Office of the Company Time Period for making entries.
Forthwith after Creation, Modification or satisfaction of charge Authentication.
Director/ Company Secretary/ Other Person authorized by Board-Preservation Period: Permanently Right of Inspection.
During business hours Members/ Creditors Free of Charge Others On payment of such fees and subject to restrictions as may be imposed by Articles of the Company.

Members: Form MGT-1

In the case of a company limited by shares.
Class of shares.
Nominal value per share, Total number of shares.
Personal details of member: Name, Name of joint holder (if any), Address; E-mail Id, CIN/ Registration Number, Unique identification number, Father's/ Mother's/ Spouse's Name; Status, Occupation, Nationality.
In case of minor- Name of guardian and Date of Birth of minor
Details of membership: Date of becoming member, Declaration in Respect of Beneficial Interest in any Share (if any), Name and address of beneficial owner, date of receipt of nomination (if applicable), Name and address of nominee.
Shares kept in abeyance (if applicable), lien on shares (if applicable); Date of cessation of membership.
Instructions: Of dividend mandates, power of attorney and other instructions, if any, Instruction for sending notices etc.,
If any details of shareholding: Allotment No./ Transfer No.: Date of allotment/transfer, No. of shares allotted/ transferred; Distinctive Numbers; Folio No. & Name of transferor (if applicable); Date of issue or endorsement of share certificate; Certificate No.; Lock-in period (if any); Amount Payable/paid/deemed to be paid/ due; Particulars if shares are issued for consideration other than cash; Number of shares and date of transfer/transmission/ forfeiture/ redemption; Distinctive Number; Name & Folio No. of transferee; Balance shares; Remarks and Signature;
In case of company limited by guarantee: Apart from personal details of members, instructions as mentioned above; the details such as date of becoming member, date of cessation; amount of guarantee and any other interest if any: Index of Register: If number of members exceeds fifty Place of Keeping Register Registered office If Special Resolution is passed then it can be kept at any other place within same city, town, village where registered office is situated or-any other place in India where 1/10th of total number of members reside- Time Period for making entries in register and index (if applicable): 7 days after Board/Committee approval w.r.t allotment, transfer Authentication: Company Secretary/Other Person authorized by Board-Inspection/Copies Free for members during business hours- at least for 2 hours
Other Person- Payment of such fees as prescribed in AOA not exceeding Rs. 50/ for each inspection In case of if member requires copy of such register/entry- Payment of such fees as prescribed in AOA not exceeding Rs. 10/- for each page:- Custody: Company Secretary/ Other Person authorized by Board Preservation Period: Permanently Penalty: On Company: Rupees Three Lakhs, On every Officer in default: Rupees Fifty Thousand.

Directors and Key managerial Personnel and their shareholding

Personal Details like DIN, name, surname, former name if any, father's name, mother's name, spouse name (if married), date of birth, residential address, nationality, occupation.
Other details like Date of Board Resolution in which appointment was made, Date of appointment and reappointment; date of cessation and reasons, whether such office is held or relinquished in any other body corporate.
Membership no. of ICSI in case of CS if applicable.
PAN of KMP if not having DIN DETAILS OF SECURITIES.
Securities held by Directors or KMP in Company, its holding, subsidiary, associate, subsidiary of Company's holding containing details of securities such as name, description and nominal value; date of acquisition, price or other consideration paid.
Date of disposal and price and other consideration received.
Cumulative balance and number of securities held after each transaction, mode of acquisition, mode of holding, whether such securities have been pledged or encumbered-Place of Keeping Register: Registered Office of the Company: - Preservation Period: Permanently.

Contracts or Arrangements in which Directors and interested:

Part A: disclosure of related party transactions: Date of contract/arrangement.
Name of party with which contract is entered.
Relation with director/company/ nature of concern or interest, Principal terms and conditions, whether the transaction is at arm's length basis.
Date of Board Approval along with details of voting on such resolution; Date of next Board Meeting in which register was placed for signature.
Reference of sub-section of section 188 under which such transaction falls.
Amount, date of shareholders' approval, if any, Signature and Remarks.
Part B: DISCLOSURE OF INTEREST OF DIRECTORS: Names of the Companies/bodies corporate/ firms/ association of individuals.
Name of Interested Director.
Nature of Interest or Concern.
Change in interest or concern.
Shareholding, Date on which interest or concern arose/changed.- Place of Keeping Register.
Registered Office of the Company- Time Period for making entries.
On receipt of necessary information/ whenever there is cause to make entry, The entries should be made in chronological order- Custody.
Company Secretary/Other Person authorized by Board- Authentication: Company Secretary/ Other Person authorized by Board- Preservation Period.
Permanently- Penalty: Every Director in default-Rupees Twenty-Five Thousand.

Loans, Guarantee, security and acquisition made by the company:

Mbp-2-details w.r.t loans/guarantee/securities/ acquisitions.
Nature of transaction, Date, Name and address of person/ body corporate to whom it is made or given or whose securities have been acquired.
Amount, Time Period, Purpose, Percentage of such transaction as to pay up capital, free reserves and securities premium and percentage of free reserves and securities premium
Date of Board Resolution, Date of Special resolution (if required).
Additional details about loans rate of interest, date of maturity.
Additional details in case of acquisition number and kind of securities, nominal and paid-up value, cost of acquisition, date of selling investment, selling price, signature and remarks-
Place of Keeping Register: Registered Office of the Company Time Period for making entries: Chronologically within seven days of making such loan or giving guarantee or providing security or making acquisition.
Custody: Company Secretary/Other Person authorized by Board- Authentication.
Company Secretary/ Other Person authorized by Board Preservation Period: Permanently Inspection.
Free for members and Extracts may be furnished to members on payment of fees as prescribed in AOA which shall not exceed Rs. 10/- per page Penalty.
Company-Minimum Twenty-Five Thousand which may extend to Rupees Five Lakhs; Every Officer in Default Imprisonment up to 2 years and fine Minimum Twenty-Five Thousand which may extend to Rupees One Lakh.

Minutes (Provisions as per Companies Act 2013 Read with Secretarial Standards)

Maintenance:

It shall be maintained in minutes book and a separate Minute Book must be maintained for each category of meeting:

Pages of minutes shall be consecutively numbered
It shall not be pasted or attached in Minutes Book or tampered with in any manner,
Minutes book if maintained in loose leaf, then it shall be bound periodically depending on size, volume, coinciding with one or more financial years;

Place of Maintenance:

Registered Office

Mode of Maintenance:

Physical or
Electronic mode with time stamp

Contents:

It shall state the serial number, type of meeting, day, date, time and venue.
Name of Directors, Company Secretary, Invitees present.
Mode of presence of director-physical/electronic,
Record presence of quorum.
Leave of absence; if any
Noting of Preceding Meetings, Meetings of Committee; Resolutions passed by circulation; including dissent or abstention if any,
Directors particularly Independent Directors views.
Fact of dissent: Name of Directors who dissented from resolution or abstained from voting
Meeting Commencement and Conclusion time.

Recordings:

It shall be written in third person and past tense; however, the resolutions be written in present tense,
The proceedings of the Meetings shall be recorded by Company Secretary; in case there is no Company Secretary Person Authorized by board/Chairman.
Chairman has absolute discretion to exclude from Minutes if such matter is reasonably regarded as defamatory of any person/irrelevant/immaterial/detrimental to interests of Company.

Circulation of minutes:

Draft minutes shall be circulated to all the directors within 7 days of the meeting by hand or speed post or by registered post or by courier or by email or any other recognized electronic means.
Proof of sending draft minutes must be maintained and preserved for such a period as may be decided by the Board which shall not be less than 3 years from the date of the meeting:
Comments on Draft Minutes shall be communicated by Directors within 7 days from the date of circulation.

Date of entry:

Time for entry in Minutes Book- Within 30 days from the date of conclusion of the Meeting:
Date of Entry of Minutes shall be recorded in Minutes Book
By Company Secretary,
In case there is no Company Secretary- Any other Person duly authorized by the Board or Chairman.

Signing of minutes:

Minutes of Previous Meeting may be signed either by the Chairman of that Meeting at any time before the next meeting or by Chairman of next Meeting at next Meeting:
Each page of the Minutes shall be initialed by the Chairman and last page shall be signed by the Chairman mentioning the date on which and place where he has signed the Minutes, if the Minutes are maintained electronically by the Company the same should be digitally signed by the Chairman
Blank space between the Conclusion of Minutes and Signature shall be scored out by Chairman.
Copy of Signed Minutes certified by Company Secretary and in case there is no Company Secretary by any Director authorized by board shall be circulated to all directors within 15 days from the date of signing of minutes.

Preservation Period: Permanently

Custody:

Company Secretary,
In case there is no Company Secretary- Any Director duly authorized by the Board or Chairman,

Penalty:

Section 118 (11)- For Non-Maintenance.
On Company- Rupees Twenty-Five Thousand.
On Officer in Default-Rupees Five Thousand.
Section 118 (12) - If a person is found guilty of tampering the minutes, he shall be punishable with Imprisonment-Up to Two Years and
Fine- Minimum Rupees Twenty-Five Thousand which may extend to Rupees One Lakh.

Role Of Secretarial Standards:

Section 118 (10) mandates Companies to observe Secretarial Standards on Board Meetings (55-1) and General
Meetings (SS-2)
Impact of Adoption of Secretarial Standards
Better Corporate Governance
Uniform Practices
Protecting Individual Directors
Prevention of oppression and mismanagement
Better monitoring of Compliances
Builds Investors' confidence
Provides clarity where the law is not clear/silent

Conclusion

Compliance with the statutory registers and minutes under the Companies Act, 2013 is a vital element of responsible corporate governance. It ensures that a company operates within the legal framework, maintains transparency in its operations, and upholds accountability to its stakeholders. Properly maintained registers and minutes serve as official evidence of the company’s internal decisions and regulatory adherence. Non-compliance not only exposes a company to legal consequences and penalties but can also damage its reputation and stakeholder trust. Therefore, diligent upkeep and regular updating of statutory records and meeting minutes is not merely a procedural formality it is essential for sustaining lawful, ethical, and effective corporate management.