Statutory Registers to be maintained under Companies Act, 2013

The Companies Act, 2013 (the Act) and the rules made there under (“the Rules”) lays down that every Company incorporated under the Act has to maintain Statutory Registers (“the Registers”). The Registers need to maintained and updated eventually and should be kept at the Registered Office of the Company. Some of the Registers are required to be kept open for inspection by Directors, Members, Creditors and by other persons. A Company is required to provide the extracts from the Registers, if demanded by Directors, Members, Creditors and by other persons on payment of specified fees.

List of Registers to be maintained by the Company

Sr. No.	Relevant Section & Rules	Register
1.	Section 88 (1) and Rule 3 (1) of the Companies (Management and Administration) Rules, 2014	MGT-1: Register of Members
2.	Section 88 (1) and Rule 4 of the Companies (Management and Administration) Rules, 2014	MGT-2: Register of Debenture holders
3.	Section 88 (2) and Rule 6 of the Companies (Management and Administration) Rules, 2014	Index of Members
4.	Section 88 (2)	Index of Debenture Holders
5.	Section 88(3)	Register and Index of Beneficial Owner
6.	Section 88(4) and Rule 7 of the Companies (Management and Administration) Rules, 2014	MGT-3: Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India
7.	Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014	Form SH-2: Register of Renewed and Duplicate Share Certificate
8.	Section 54 and Rule 8 (14) of the Companies (Share Capital and Debentures) Rules, 2014	Form SH-3: Register of Sweat Equity Shares
9.	Section 62 and Rule 12 (10)	Form SH-6: Register of Employee Stock Options
10.	Section 68 and Rule 17 (12) of the Companies (Share Capital and Debentures) Rules, 2014	Form   SH-10: Register of Shares or Securities Bought Back
11.	Section 170(1) and Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014	Register of Directors and KMPs
12.	Section 73 and Rule 14 of the Companies (Acceptance of Deposits) Rules, 2014	Register of Deposits
13.	Section 85 and Rule 7 of the Companies (Registration of Charges) Rules, 2014	Form CH-7: Register of Charges
14.	Section 186 and Rule 12 of the Companies (Meeting of Board and its Powers) Rules, 2014	Form MBP-2: Register of Loans/Guarantee/Security and Acquisition by Company
15.	Section 187 and Rule 14 of the Companies (Meeting of Board and its Powers) Rules, 2014	Form MBP-3: Register of Investments not held in its own name
16.	Section 189 and Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014	Form MBP-4: Register of Contracts or Arrangements in which Directors are interested

Other Important Books and Registers

·         Minutes Book

o        Board Meeting Minutes Book

o       General Meeting Minutes Book (i.e. AGM, EGM, Postal Ballot, Creditors Meetings, Debenture holders Meetings)

·         Books of Accounts/Financial Statements

·         Register of Directors Attendance at Board/Committee Meetings.

Govt introduces Revamped Gold Deposit & Gold Metal Loan Scheme

Introduction of Gold Monetization Schemes

The Union Cabinet chaired by the Prime Minister, Shri Narendra Modi, today gave its approval for introduction of Gold Monetization Schemes (GMS), as announced in the Union Budget 2015-16.

The objective of introducing the modifications in the schemes is to make the existing schemes more effective and to broaden the ambit of the existing schemes from merely mobilizing gold held by households and institutions in the country to putting this gold into productive use. The long-term objective which is sought through this arrangement is to reduce the country’s reliance on the import of gold to meet domestic demand.

GMS would benefit the Indian gems and jewellery sector which is a major contributor to India’s exports. In fiscal year 2014-15, gems and jewellery constituted 12 per cent of India’s total exports and the value of gold items alone was more than $13 billion (provisional figures).

The mobilized gold will also supplement RBI’s gold reserves and will help in reducing the government’s borrowing cost.

The revamped Gold Deposit Scheme (GDS) and the Gold Metal Loan (GML) Scheme involves changes in the scheme guidelines only. The risk of gold price changes will be borne by the Gold Reserve Fund that is being created. The benefit to the Government is in terms of reduction in the cost of borrowing, which will be transferred to the Gold Reserve Fund.

The scheme will help in mobilizing the large amount of gold lying as an idle asset with households, trusts and various institutions in India and will provide a fillip to the gems and jewellery sector. Over the course of time this is also expected to reduce the country’s dependence on the import of gold. The new scheme consists of the revamped GDS and a revamped GML Scheme.

Revamped Gold Deposit Scheme

Collection, Purity Verification and Deposit of Gold under the revamped GDS:

Out of the 331 Assaying and Hallmarking Centres spread across various parts of the country, those which will meet criteria as specified by Bureau of Indian Standards (BIS) will be allowed to act as Collection and Purity Testing 1 Centres for purity of gold for the purpose of this scheme. The minimum quantity of gold that a customer can bring is proposed to be set at 30 grains. Gold can be in any form (bullion or jewellery). The number of these centres is expected to increase with time.

Gold Savings Account:

In the revamped scheme, a Gold Savings Account will be opened by customers at any time, with KYC norms, as applicable. This account would be denominated in grams of gold.

Transfer of Gold to Refiners:

Collection and purity testing centres will send the gold to the refiners. The refiners will keep the gold in their ware-houses, unless banks prefer to hold it themselves. For the services provided by the refiners, they will be paid a fee by the banks, as decided by them, mutually. The customer will not be charged.

The banks will enter into a tripartite Legal Agreement with refiners and Collection and Purity Testing Centres that are selected by them to be their partners in the scheme.

Tenure:

The deposits under the revamped scheme can be made for a short-term period of 1-3 years (with a roll out in multiples of one year); a medium-term period of 5-7 years and a long-term period, of 12-15 years (as decided from time to time). Like a fixed deposit, breaking of lock-in period will be allowed in either of the options and there would be a penalty on premature redemption (including part withdrawal).

Interest rate:

The amount of interest rate payable for deposits made for the short-term period would be decided by banks on basis of prevailing international lease rates, other costs, market conditions etc. and will be denominated in grams of gold. For the medium and long-term deposits, the rate of interest (and fees to be paid to the bank for their services) will be decided by the government, in consultation with the RBI from time to time. The interest rate for the medium and long-term deposits will be denominated and payable in rupees, based on the value of gold deposited.

Redemption:

For short-term deposits, the customer will have the option of redemption, for the principal deposit and interest earned, either in cash (in equivalent rupees of the weight of deposited gold at the prices prevailing at the time of redemption) or in gold (of the same weight of gold as deposited), which will have to be exercised at the time of making the deposit. In case the customer will like to change the option, it will be allowed at the bank’s discretion. Redemption of fractional quantity (for which a standard gold bar/coin is not available) would be paid in cash. For medium and long-term deposits, redemption will be only in cash, in equivalent rupees of the weight of the deposited gold at the prices prevailing at the time of redemption. The interest earned will however be based on the value of gold at the deposit on the interest rate as decided.

Utilization:

The deposited gold will be utilized in the following ways:

·         Under medium and long-term deposit

·         Auctioning

·         Replenishment of RBIs Gold Reserves

·         Coins

·         Lending to jewelers

·         Under short-term deposit

·         Coins

·         Lending to jewelers

Tax Exemption: Tax exemptions, same as those available under GDS would be made available to customers, in the revamped GDS, as applicable.

Gold Reserve Fund: The difference between the current borrowing cost for the Government and the interest rate paid by the Government under the medium/long term deposit will be credited to the Gold Reserve Fund.

Revamped Gold Metal Loan Scheme

Gold Metal Loan Account: A Gold Metal Loan Account, denominated in grams of gold, will be opened by the bank for jewelers. The gold mobilized through the revamped GDS, under the short-term option, will be provided to jewellers on loan, on the basis of the terms and conditions set-out by banks, under the guidance of RBI.

Delivery of gold to jewellers: When a gold loan is sanctioned, the jewellers will receive physical delivery of gold from refiners. The banks will, in turn, make the requisite entry in the jewellers’ Gold Loan Account. Interest received by banks: The interest rate charged on the GML will be decided by banks, with guidance from the RBI.

Tenor: The tenor of the GML at present is 180 days. Given that the minimum lock-in period for gold deposits will be one year, based on experience gained, this tenor of GML may be re-examined in future and appropriate modifications made, if required.

No extension of Tax Audit Due date for AY 2015-16

No Extension of Date for Filing of Returns due by 30th September for Assessment Year 2015-16 for Certain Categories of Assessees Including Companies, and Firms and, Individuals Engaged in Proprietary Business/Profession etc. whose Accounts are required to be Audited; Taxpayers are Advised to file their Returns Well in Time to Avoid Last Minute Rush

Income-tax returns for Assessment Year 2015-16 for certain categories of assessees viz companies, firms and individuals engaged in proprietary business/profession etc. whose accounts are required to be audited, are to be filed by 30th September, 2015. The audit report is also required to be filed by the said date.

The Government has received representations from various stakeholders seeking extension of date for filing of returns and tax audit reports beyond 30th September 2015. The reasons cited are delay in notifying the returns and related delay in availability of forms on the e-filing website.

The matter has been considered. Income-Tax Returns Forms 3,4,5,6 and 7 which are used by the above mentioned categories of assessees were notified for Assessment Year 2015-16 on 29.07.2015.

The forms were e-enabled and were available on the e-filing website of the Department from 7th August 2015 giving enough time for compliance. The changes made to these forms are not extensive as compared to the earlier years. Further taxpayers entering into either international transactions or specified domestic transactions are required to file their returns by 30th November 2015 only.

After consideration of all facts, it has been decided that the last date for filing of returns due by 30th September 2015 will not be extended. Taxpayers are advised to file their returns well in time to avoid last minute rush.

HOW TO PREPARE DIRECTORS REPORT UNDER COMPANIES ACT, 2013

The Directors’ Report is a document produced by board of directors under the requirements of Companies Act, 2013 and Rules, which details the state of the company and its compliance with a set of financial, accounting and corporate social responsibility standards.

The Directors’ Report arose out of a general move for greater transparency in corporate governance. It is useful for shareholders to find out issues such as whether the company has good finances, whether the market has potential, and whether the business has the structural capacity to expand into new opportunities. In order for shareholders to make informed decisions when casting their votes at annual or other meetings, the Directors’ Report provides part of that essential minimum standard of information. It is complemented by Company Accounts.

The Article discusses on how to Prepare Directors’ Report as Per Companies Act, 2013 and is as follows :-

I. ADDRESS TO MEMBERS:

Language:	How To Check The Financial Year
Your Directors have pleasure in presenting the (No. of Financial Years) Annual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2015	i. Check from the Annual Return/Directors’ Report of previous financial year. ii. Check the incorporation date and calculate to verify.

II. FINANCIAL HIGHLIGHTS:

Language:		How To Fill the Figures
The Company’s financial performance for the year ended March 31, 2015:		Check the Statement of Profit & Loss Account for the year ended March 31, 2015. You will find required figures on the FACE of Statement of Profit & Loss Account.
Particulars	Year ended 31st March 2015	Year ended 31st March 2014	Turnover: Section- 2(91)- Aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year Deferred tax: As per Accounting Standard (AS) 22, deferred tax is the tax effect of timing differences.
Turnover
Profit Before Tax
Less: Current Tax
Deferred Tax
Income Tax earlier years
Profit For The Year
Add: Balance in Profit and Loss Account
Sub Total
Less: Appropriation
Closing Balance

III. STATE OF AFFAIRS: Section 134(3)(i)

Purpose	Language:	How to Check the Affairs of the Company
134(3)(I) The State of The Company’s Affairs;	The Company is engaged in the business of ____________________. There has been no change in the business of the Company during the financial year ended 31st March, 2015. Or there is ______________________ Changes in the business of the Company during the financial year ended 31st March, 2015. The highlights of the Company’s performance are as under:- o Revenue from operations increased by ______% from Rs. _______ lacs to Rs. _____ lacs. o Net Profit for the year increased by _______% from Rs. _________ lacs to Rs. _____ lacs. o Earnings per share have increased by _______% from Rs. ______ to Rs. _______. The increase in revenue, net profit and EPS as mentioned above is accredited to increase in turnover in comparison to the last financial year. OR The decrease in revenue, net loss and EPS as mentioned above is debited to decrease in turnover in comparison to the last financial year.	Company can find the Affairs of the Company from the Notes to Accounts (attached as part of Balance Sheet). Company can find if there is any Change in the affairs of the Company by comparing the Notes to Account of Last financial year TO current financial year. How to analyze the Companies Performance: Check the Statement of Profit & Loss Account for the year ended March 31, 2015. All the adjacent required figures are available on the FACE of Statement of Profit & Loss Account. Compare the figures of Last financial year TO current financial year and calculate the increase/Decrease in Revenue from Operation/ Net Profit/ Earning per share. Formula for calculating Percentage Change: (Turnover of Current Financial Year- Turnover of Last Financial Year/ Turnover of Last Financial Year)*100 If value comes in Positive (+) that will be result of___________% increase in Revenue If value comes in Negative (-) that will be result of___________% decrease in Revenue SAME FORMULA FOR NET PROFIT AND EPS.

IV. DIVIDEND: Section 134(3)(k)

Purpose	Language:	From where to Check
The amount, if any, which it recommends should be paid by way of dividend;	In view of the sustained working results during the year under review, the Board of Directors are pleased to recommend a dividend of Rs ___/- per equity share OR In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2015.	First: Check the Face of Statement of Profit and Loss Account; Amount of Dividend will be mention there. Second: Check the Copy of General Meeting resolution in case of final Dividend and check the Board Meeting resolution in case of interim Dividend.

V. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Purpose	Language:					How to find out Subsidiary, JV and Associates
Rule 8(5)(iv) The name of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;	The Company does not have any Subsidiary, Joint Venture or Associate Company. OR The names of companies which have become or ceased to be the Company’s subsidiaries, joint ventures or associate companies during the year under review is provided below:					First Check: Check the Investment of the Company from Non Current Investment in the Balance Sheet, check the relevant Note and analyze about Subsidiary, Associate and Joint Venture as per definition given u/s 2(87) and 2(6) of the Companies Act, 2013. Second: Check from the AS-18.
	S.N	Name of the Company	Subsidiary /JV /Associate	Become/ Ceased	Effective Date

VI. INTERNAL FINANCIAL CONTROL:

	Language:	How to Check?
Rule 8(5)(vii) ICAI guidance note on adequacy of internal financial controls with reference to financial statements can be referred for this Purpose.	The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed	Most listed companies are reading requirements related to IFC as those referring to IFC for financial reporting along with limited focus on the operational controls aspect. Auditors are required to certify that the IFC are designed and operate effectively.

VII. PARTICULAR OF LOAN AND INVESTMENT:

Purpose	Language:	How to Check?
Section 134(3)(g) particulars of loans, guarantees or investments under section 186;	Particular of Loans given, investments made, guarantee given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (please refer Note _______ to the standalone balance sheet).	Check the Loan and Investment from the Assets side of Balance sheet and relevant Notes. Check the Guarantee from the Contingent Liabilities and schedule. Also check from the Notes to Financial Accounts.

VIII. CHANGE IN NATURE OF BUSINESS, IF ANY:

Purpose	Language:	How to check?
Rules 8(5)(i)	There is no change in the business of Company and its Subsidiary Company. The Board may provide details relating to change in the business carried on by the company or its subsidiaries. This shall also contain details pertaining to classes of business in which the company has an interest.	Check the Followings: – Main object of the Company – Notes of the Financial Statement

IX. AMOUNTS TRANSFERRED TO RESERVES, IF ANY:

Provision	Language:	How to check?
Section- 134(3)(J) The Board of the company has decided/ proposed to carry Rs____ to its reserves	No amount was transferred to the reserves during the financial year ended 31st March, 2015. The Board of the company has decided/proposed to carry Rs____ to its reserves.	Check the Assets side of Balance sheet, if there is increase in reserve other than the balance of profit and loss account.

X. CHANGES IN SHARE CAPITAL, IF ANY:

Language:	How to check?
During the Financial Year 2014-15, the share capital of the Company has been increased from ____ to ____, pursuant to allotment of____ equity shares of Rs ____ each under Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company	Check the Followings: – Whether any PAS-3 filed – Check from the Minutes of the Meeting – Difference b/w amount of Capital in the Balance sheet (2015-2014).

XI. EXTRACT OF ANNUAL RETURN:

Provisions:	Language:	How to check?
Section 134(3)(a) the extract of the annual return as provided under sub-section (3) of section 92;	The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report	Format of MGT-9 given in Companies Act, 2013. For preparation of MGT-9 first prepare the MGT-7.

XII. NUMBER OF BOARD MEETING:

Purpose	Language:	How to check?
Section 134(3)(a) number of meetings of the Board; held during the financial year 2014-15	During the Financial Year 2014-15, [**] meetings of the Board of Directors of the company were held. [Preferable to state the dates of meetings]	Check the Minutes of the Board Meeting. Get the Index of Board Meetings from the Company.

XIII. PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

Provision:	Language:	How to check?
Section- 134(3)(h) The Particulars of contracts or arrangement s with related party referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-15 in the prescribed format AOC-2, has been enclosed with the report.	All related party transactions that were entered into during the financial year ended 31st March, 2015 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Details of the transactions are given in AOC-2	Check the following : – AS-18 – Minutes of Board Meeting & General Meeting (If any Resolution passed)

XIV. EXPLANATION TO AUDITOR’S REMARKS:

Provision:	Language:	How to check?
Section 134(3)(f) Explanation or comment by the Board on every qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and/or by the secretarial auditor in the secretarial Audit Report.	The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory and does not call for any further comment.	Check the Auditor Report

XV. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Provision:	Language:	How to check?
134(3)(L) Details regarding any material changes / events, if any, occurring after balance sheet date till the date of the report to be stated	No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.	Check the following – Trial Balance – Financial Position – Market Condition

XVI. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Provision:	Language:	How to check?
134(3)(M) The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under: a) Conservation of Energy: b) Technology Absorption: c) Foreign Exchange Earnings/ Outgo:	The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review.	Check the following – Financial of the Company. – Check with directors.

XVII. RISK MANAGEMENT POLICY:

Provision:	Language:	How to check?
134(3)(N) Statement indicating the development and implementation of the risk management policy of the company Moreover, in case the Company has constituted a risk management committee, then the constitution and the terms of reference of the same to be disclosed.	The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.	Check the policy prepared by the Company.

XVIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Provision:	Language:	How to check?
Rule 8(5)(iii) Details of Directors and KMP appointed or resigned during the year. Details of directors retiring by rotation in the ensuing Annual General Meeting	There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same	Check the Following: – DIR-12 – MCA – Comparison from last annual return

XIX. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

Provision:	Language:	How to check?
Details of the order passed by the authorities which impacts the going concern status and company’s operations in future	No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future	Get the information from the Management of the Company.

XX. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:

Provision:	Language:	How to check?
This section is not yet enforced

XXI. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Provision:	Language:	How to check?
Section 22 of Sexual Harassment of Women at Workplace. The employer shall include in its report the number of cases filed, if any, and their disposal under this Act in the annual report of his organization or where no such report is required to be prepared, intimate such number of cases, if any, to the District Officer.	The Company is committed to provide a safe and conducive work environment to its employees. During the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	Get the information from the Management of the Company.

XXII. CONSOLIDATED FINANCIAL STATEMENTS:

Provision:	Language:	How to check?
The Board’s Report shall contain a Separate section wherein a report on the performance and financial position of each: • Subsidiary • Associate • Joint venture companies, including in the consolidated financial statement is presented	Company doesn’t have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2014-15. OR Consolidated financial statement is prepared and attached with financials.	Check the followings: – Financial Statement – Whether company have subsidiary or not