Statutory Books, Registers, Returns and Records
Records that prove compliance
This domain tests the statutory books, registers, returns and records a company must maintain, where they are kept, who may inspect them and the filing calendar. The examiner looks for exact document names and deadlines.
Core rules and concepts
- Statutory registers include the register of members, register of debenture holders, register of directors and KMP and their shareholding, register of charges, and registers of loans, investments and contracts where applicable.
- Minutes of board and general meetings are recorded in separate minute books, signed and preserved; they are evidence of proceedings.
- Books of account must be kept at the registered office or another place approved by the board, with the prescribed notice to the Registrar.
- Annual filings include AOC-4 (financial statements) within 30 days of the AGM and MGT-7 (annual return) within 60 days of the AGM.
- Event-based filings include INC-22 for registered office change, CHG-1 for charges and DIR-12 for director or KMP changes, within the prescribed periods.
- Registers and records are open to inspection by members and others to the extent allowed by the Act; refusal can attract penalties.
Worked example
A company holds its AGM on 30 September. Its annual return in MGT-7 is due within 60 days, so the last date is 29 November. The financial statements in AOC-4 are due within 30 days, so the last date is 30 October. Reasoning: the deadlines run from the AGM date, not from the end of the financial year. Late filing attracts additional fees and possible penalties.
Traps that cost marks
Do not mix up AOC-4 and MGT-7. Do not say minutes may be kept at any branch office without compliance. Do not treat the register of members and the annual return as the same document. Do not ignore the distinction between a register (internal record) and a return (filing with the Registrar).