Compliance Management, Audit and Due Diligence · Documentation and Maintenance of Records

Statutory Registers and Records under the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

Statutory registers and records are the books a company must keep by law, such as the register of members, annual return copies and books of account. Solve questions by naming the record, the section, where it is kept, who may inspect it, how long it is preserved and the penalty for default.

Understand Statutory Registers and Records under Companies Act 2013

A company is a legal person. It cannot speak for itself, so the law makes it keep written records. These records prove who owns it, who runs it, what it owes and what it earned. Regulators, members and directors rely on them.

There are three broad groups. Registers record facts such as members, directors, charges and loans. Returns are periodic filings, such as the annual return under section 92. Books of account record transactions and give a true and fair view of the company's affairs.

The Act also fixes where records are kept and who can see them. Registers under section 88 and copies of annual returns under section 92 are kept at the registered office. Section 94 allows another place in India only on conditions. Section 128 deals with books of account separately.

Records have legal value. Under section 95, registers, their indices and copies of annual returns kept under sections 88 and 94 are prima facie evidence of what the Act directs or allows to be entered in them. This means a court accepts them as proof unless someone shows they are wrong.

Finally, the law backs these rules with penalties. Refusing inspection, failing to keep books or disobeying a Registrar's direction each carries its own consequence. Exam answers must connect the record, the right, the period and the penalty.

Key rules to remember

Place of keeping: registers and annual return copies (s. 94(1)): Registered office; or another place in India where more than 1/10 of the total members entered in the register of members reside, if a special resolution is passed at a general meeting; The condition is that more than one-tenth of members reside there. The old requirement of giving the Registrar a copy of the proposed resolution in advance has been omitted.
Inspection rights (s. 94(2)): Members, debenture-holders, other security holders and beneficial owners: free, during business hours. Any other person: on payment of prescribed fees; Registers and indices can be inspected except when closed under the Act. Prescribed particulars are not open to inspection or copying.
Extracts and copies (s. 94(3)): Extracts: free of fee. Copy of a register, entries or return: on payment of prescribed fees; The right belongs to members, debenture-holders, other security holders, beneficial owners and any other person.
Penalty for refusing inspection (s. 94(4)): ₹1,000 per day of default, maximum ₹1,00,000; Applies to the company and every officer in default. Central Government may order immediate inspection under s. 94(5).
Books of account: place and basis (s. 128(1)): Registered office; accrual basis; double entry system; Board may decide another place in India and must file notice with the Registrar within 7 days giving the full address. Electronic mode is allowed as prescribed.
Preservation of books of account (s. 128(5)): Not less than 8 financial years immediately preceding a financial year, with vouchers; If the company is younger than 8 years, keep records for all preceding years. After an investigation order under Chapter XIV, the Central Government may direct a longer period.
Penalty under s. 128(6): Fine of ₹50,000 to ₹5,00,000; Falls on the managing director, whole-time director in charge of finance, CFO or other person charged by the Board. Imprisonment was omitted in 2020.
Director's inspection of books (s. 128(3)): Any director, during business hours, at the registered office or other place in India; For a subsidiary, inspection only by a person authorised by a Board resolution.
Evidentiary value (s. 95): Registers, indices and annual return copies under ss. 88 and 94 = prima facie evidence; Proof of matters the Act directs or authorises to be inserted.
Amalgamated company records (s. 239): No disposal of books and papers without prior permission of the Central Government; Applies to a company amalgamated with, or whose shares were acquired by, another company under that Chapter.

How to solve Statutory Registers and Records under Companies Act 2013 questions

Exam questions give a short case and ask what the company must do or whether an act is valid. Use this order so no mark is missed.

1Identify the record in the facts: a register, a return, minutes or books of account.
2State the governing section in one line, only if you are certain of it. Use s. 88, 92, 94, 95 or 128 as the facts require.
3Apply the place rule: registered office, or another place permitted by the section and its conditions.
4Apply the inspection rule: who is asking, whether they have free access, what fee applies and whether the register is closed or the particulars are excluded.
5Apply the preservation rule and check the number of years against the facts, for example a company only 5 years old.
6Conclude on the facts, then name the penalty and the officers liable, with the amounts.
7Add a practical compliance point, such as a Board resolution, filing notice with the Registrar or keeping electronic records.

Quickest way: Five-Question Record Check

When to use it: Use when time is short and the question is a short case or a one-paragraph query on a register or books.

What record is it? Register, return or books of account.
Where is it kept? Registered office unless a permitted exception applies.
Who is inspecting? Member or security holder is free. Others pay fees. Directors inspect books under s. 128.
How long? Books of account: at least 8 financial years, subject to longer direction.
What if the company defaults? Quote the amount and who is liable, then close.

Common mistakes in Statutory Registers and Records under Companies Act 2013

Saying registers can be kept anywhere in India by Board decision.
Students mix the books of account rule, where the Board may choose another place, with the s. 94 rule.
Fix: For registers and annual return copies, another place needs a special resolution and more than one-tenth of members residing there. Only books of account use the Board decision with notice to the Registrar within seven days.
Writing that all persons inspect registers free of charge.
Students remember the word 'free' and forget who it applies to.
Fix: Free inspection is for members, debenture-holders, other security holders and beneficial owners. Any other person pays the prescribed fee.
Stating the preservation period as eight years from the date of the entry.
Students recall the number but not how the law counts it.
Fix: Write: books for not less than eight financial years immediately preceding a financial year, with vouchers. Younger companies keep all preceding years.
Mentioning imprisonment for default under section 128.
Older notes still show imprisonment up to one year.
Fix: Imprisonment and the 'or with both' words were omitted in 2020. The penalty is now a fine of ₹50,000 to ₹5,00,000.
Ignoring the Registrar's and Central Government's powers.
Students focus on member rights only.
Fix: Add that s. 206 lets the Registrar call for documents and s. 207 requires officers to produce them. Disobedience under s. 207 carries imprisonment up to one year and a fine of ₹25,000 to ₹1,00,000.
Treating the penalty of ₹1,000 a day as unlimited.
Students remember the daily rate only.
Fix: Add the cap: maximum ₹1,00,000 for refusal of inspection under s. 94(4).

Worked examples

Example 1

Sunrise Textiles Ltd has its registered office in Surat. Of its total members entered in the register of members, 15% live in Ahmedabad. The Board wants to keep the register of members and copies of annual returns at Ahmedabad. Advise.

Show the solution

The registers under s. 88 and annual return copies under s. 92 must be kept at the registered office (s. 94(1)).
They may be kept at another place in India where more than one-tenth of the total members entered in the register reside.
15% is more than 10%, so the condition is met.
A special resolution must be passed at a general meeting. A Board decision alone is not enough.
Compliance point: record the resolution, update the registers' location in company records and tell members and officers where inspection will occur.

Answer: Yes. Sunrise Textiles Ltd may keep them at Ahmedabad because more than one-tenth of its members reside there, but only after a special resolution is passed at a general meeting.

Example 2

Ravi, a member of Kaveri Foods Ltd, asks to inspect the register of members and take an extract and a copy. The company asks him to pay a fee for inspection and refuses the copy. Later the refusal continues for 150 days. Examine the position and compute the maximum penalty.

Show the solution

A member may inspect registers and indices during business hours without any fee (s. 94(2)), unless the register is closed under the Act.
He may take extracts without any fee (s. 94(3)(a)).
A copy may be required on payment of the prescribed fee (s. 94(3)(b)). The company cannot refuse it if the fee is paid.
Charging for inspection and refusing extracts or copies is a breach.
Penalty under s. 94(4) is ₹1,000 per day of default, subject to a maximum of ₹1,00,000.
150 days × ₹1,000 = ₹1,50,000, which exceeds the cap, so the cap applies.
The company and every officer in default are liable. The Central Government may also direct immediate inspection under s. 94(5).

Answer: The company is in breach. Ravi can inspect and take extracts free and can have a copy on paying the prescribed fee. The company and each officer in default face a penalty limited to ₹1,00,000.

Exam tips

Write section numbers only for ss. 88, 92, 94, 95, 128, 206 and 207, where you are sure. Otherwise describe the rule in plain words.
Always give amounts with the cap, such as ₹1,000 per day up to ₹1,00,000.
Separate registers (s. 94) from books of account (s. 128) in your answer. Examiners test the difference in place and preservation.
In a case question, finish with a practical step: special resolution, Board resolution, Registrar notice or electronic storage.
Do a quick calculation when facts give days or percentages, and show it.

Practice questions from Documentation and Maintenance of Records

Statutory Registers and Records under Companies Act 2013 in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

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Statutory Registers and Records under Companies Act 2013: frequently asked questions

Where must statutory registers be kept?

Registers under section 88 and copies of annual returns must be kept at the registered office. They may be kept at another place in India where more than one-tenth of members reside, if a special resolution is passed at a general meeting.

How long must books of account be preserved?

Books of account with relevant vouchers must be kept for not less than eight financial years immediately preceding a financial year. A company in existence for less time keeps records for all preceding years. After an investigation order, the Central Government may direct a longer period.

Who can inspect the registers of a company?

Members, debenture-holders, other security holders and beneficial owners may inspect free during business hours. Any other person may inspect on paying the prescribed fee. Registers closed under the Act and prescribed particulars are not open to inspection.

What is the penalty for refusing inspection?

The company and every officer in default are liable to a penalty of ₹1,000 for every day the refusal continues, with a maximum of ₹1,00,000. The Central Government may also direct immediate inspection.

Can books of account be kept in electronic form?

Yes. Section 128 allows books of account and other relevant papers to be kept in electronic mode in the manner prescribed.