Companies Act Section 88 — Register of members, etc
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Every company must keep and maintain registers in the form and manner prescribed by rules. These registers are: a register of members, showing separately for each class of equity and preference shares held by each member living in or outside India; a register of debenture-holders; and a register of any other security holders.
Sub-section (2) requires that every register maintained under sub-section (1) must include an index of the names contained in it.
Sub-section (3) states that the register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996, will be treated as the corresponding register and index for the purposes of this Act.
Sub-section (4) allows a company, if its articles authorise it, to keep a part of the register referred to in sub-section (1) in any country outside India, in the prescribed manner. This part is called a foreign register and must contain the names and particulars of members, debenture-holders, other security holders, or beneficial owners who reside outside India.
Sub-section (5) provides that if a company does not maintain a register of members, debenture-holders, or other security holders, or fails to maintain them in accordance with sub-section (1) or sub-section (2), the company will be liable to a penalty of three lakh rupees, and every officer of the company who is in default will be liable to a penalty of fifty thousand rupees.
Official Text
(1) Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed, namely:—
(a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;
(b) register of debenture-holders; and
(c) register of any other security holders.
(2) Every register maintained under sub-section (1) shall include an index of the names included therein.
(3) The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purposes of this Act.
(4) A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called “foreign register” containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India. 5[
(5) If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.]