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Registers and Records

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....y and by other persons, including creditors of the company. The right to inspect such registers and records is an enforceable right. Companies are also required to allow extracts to be made from certain documents, registers and records and to furnish copies of certain documents, registers and records on demand by a member or by any other specified person. Government authorities have the right of access to all registers and records. Non-compliance with the provisions relating to maintenance, preservation and inspection of registers and records, to the extent they are statutory, creates punishable offences and leads to various penalties on the company, the directors and every officer in default. In respect of records such as minutes books of Board meetings, committee meetings and general meetings of a company, as well as notices and agenda of meetings and notes on agenda, detailed reference has been made in the 'Secretarial Standard on Meetings of the Board of Directors' (SS-1) and the 'Secretarial Standard on General Meetings' (SS-2) and their respective Guidance Notes. Hence, these records are not dealt with in this Secretarial Standard. The Information Technology Act, 2000, perm....

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....regulations and guidelines framed thereunder. Words and expressions used herein but not defined shall have the meaning respectively assigned to them under the Act, unless otherwise stated. References herein to Sections and Rules relate, respectively, to Sections of the Act and Rules framed thereunder, unless otherwise stated. Secretarial standards 1. Register of investments in securities not held in the name of the company 1.1 Maintenance 1.1-1 Every company should, from the date of its registration, maintain a register of investments in securities and enter therein the particulars of investments in securities made by the company on its own behalf but which are not held in its own name. If a company nominates any person to act as a director of any other company or body corporate, the company can for the purpose of meeting share qualification requirements of such company or body corporate, hold shares in such company or body corporate either jointly in its name and in the name of each such person or nominee, or exclusively in the name of such person or nominee. In such cases, the nominal value of such shareholding should not exceed the nominal value of the qualification share....

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....do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. The words 'reasonable restrictions' relate to the time of inspection and the company may permit inspection of the register during certain identified hours only. The company should, through its notices, annual report or other communication, duly intimate members about the time of inspection of the register. Only one person at a time should be allowed to inspect the register. 1.2-2 No person is entitled to copies of the register or any portion thereof. 1.3 Authentication 1.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 1.4 Preservation 1.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 2. Register of buy-back of securities 2.1 Maintenance 2.1-1 Every....

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....r a minimum period of 8 years from the date of completion of buy-back and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 3. Register of charges 3.1 Maintenance 3.1-1 Every company should, from the date of its registration, maintain a register of charges and enter therein all charges specifically affecting the property of the company and all floating charges on the undertaking or property of the company, or on any property acquired subject to a charge as well as particulars of any modification of a charge and every satisfaction of a charge. The word 'charge' includes a mortgage or a lien, whether created or evidenced by an instrument in writing or by an agreement for deposit of title deeds. A charge is considered as fixed if it covers definite and ascertained properties such that the company is precluded from dealing with the properties so charged without the consent of the charge holder. A floating charge is not attached to any definite property but is a charge on a class of properties which in the ordinary course of business entitles the company to deal with the properties charged in such manner as t....

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....e register. 3.1-3 Entries should be made in the register forthwith after the creation or modification or satisfaction of a charge. 3.1-4 Entries in the register should be made in chronological order of creation of the charge and modification thereof. Each entry relating to modification of charge should also make a cross reference to the original charge. 3.1-5 Entries relating to satisfaction of charges should be made against the respective entry for each charge. 3.1-6 Entries relating to appointment of receiver or manager or the cessation of their office should be made in the register forthwith. 3.1-7 The register should be maintained at the registered office of the company. 3.2 Inspection 3.2-1 The register alongwith copies of instruments, if any, creating or modifying charges should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 3.2-2 Members or creditors can inspect the register and the instruments, if any, creating or modifying charges without payment of any....

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....e's name and folio number; nominal value of shares transferred; balance of shares held; number of shares, if any, kept in abeyance; note of declaration of beneficial interest, if any, given by the member; name and details of nominee; dividend mandates; other instructions, if any, given by the member with regard to sending of notices etc. In the case of a company without share capital, the register should contain the following particulars in respect of each member: name, father's/husband's name, address and occupation; folio number; date on which the name of each person is entered in the register as a member; date on which any person ceased to be a member; amount of guarantee; instructions, if any, given by the member with regard to sending of notices etc. In the case of shares held in dematerialized mode, the name and particulars of the depository should be entered in the register as the registered owner of such shares. The names of beneficial owners on whose behalf such shares are held in dematerialized form should not be entered. The register of beneficial owners maintained by a depository is deemed to be part of the register of members. Consequent upon any forfeiture, buy-bac....

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.... warrant holders and holders of sweat equity shares. 4.1-6 Every company having more than 50 members should keep an index of the names of the members of the company unless the register is in such form as in itself constitutes an index. The index to the register of members should be maintained from the date when the total number of members exceeds 50. In the case of a private company, for computing the figure of 50 members, joint holders and employee members should be excluded. The index of beneficial owners maintained by a depository is deemed to be an index to the register of members. The index should contain sufficient indication to enable correlation with the entries relating to each member in the register of members. Any alteration made in the register whether by way of addition/deletion, should also be recorded in the index within 14 days. 4.1-7 Entries in the register should be made simultaneously with the allotment or transfer of shares and entries in the index should be made forthwith. 4.1-8 The register and index should be maintained at the registered office of the company unless, in a general meeting, a special resolution is passed, authorizing the keeping of the ....

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....e register. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 4.3-3 Copies of the register can be demanded by any person who inspects the register. A certified copy of any folio of the register should be supplied by the company, on payment of requisite fee, to any person applying for it within 10 days exclusive of non-working days commencing on the day next after the day on which the request is received by the company. The company should indicate the fee payable by the person making the demand within 3 days of receipt of the demand and an application for a copy of the register or any portion thereof shall be deemed to have been properly received only when fee payable thereon has been received. 4.4 Authentication 4.4-1 Entries in the register and index should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, b....

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....y person who holds beneficial interest in a debenture or class of debentures of the company, specifying the nature of his interest, particulars of the person in whose name the debentures stand registered, other relevant particulars and a note of such declaration should be entered in the register. Such a note should also be made in the register if there is a change in the beneficial interest or a declaration is received from a person whose name is entered in the register as a debenture holder, specifying the name and other particulars of the person who holds the beneficial interest in such debentures. 5.1-5 Every company having more than 50 debenture holders should also keep an index of the names of the debenture holders of the company unless the register is in such form as in itself constitutes an index. The index to the register of debenture holders should be maintained from the date when the total number of debenture holders exceeds 50. The index of debenture holders maintained by a depository shall be deemed to be part of the index to the register of debenture holders. The index should contain sufficient indication to enable correlation with the entries relating to each deb....

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....Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 5.3-3 Copies of the register can be demanded by any person who inspects the register. A certified copy of any portion of the register should be supplied by the company, on payment of requisite fee, to any person applying for it within 10 days exclusive of non-working days commencing on the day next after the day on which the request is received by the company. The company should indicate the fee payable by the person making the demand within 3 days of receipt of the demand and an application for a copy of the register or any portion thereof shall be deemed to have been properly received only when fee payable thereon has been received. 5.4 Authentication 5.4-1 Entries in the register and index should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 5.5 Preservation 5.5-1 The register and index should be preserved for a period ....

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....e time. 6.3 Inspection 6.3-1 Except when the register is closed under the provisions of the Act as aforesaid, the register should be open for inspection during business hours, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day are allowed for inspection. 6.3-2 Members or debenture holders can inspect the register without payment of any fee and any other person can inspect the register on payment of the requisite fee. Any person inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 6.3-3 Copies of the register can be demanded by any person who inspects the register. A certified copy of any portion of the register must be supplied by the company, on payment of requisite fee, to any ....

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....1 Maintenance 8.1-1 Every company should, from the date of its registration, maintain one or more registers, and enter therein the particulars of firms and bodies corporate of which notice of interest has been given by directors and the particulars of all contracts or arrangements in which directors are interested. The register of contracts should be maintained in respect of all contracts with bodies corporate or firms of which a general notice of interest has been given by a director, whether or not such contracts require the sanction of the Board. 8.1-2 The register should contain the following particulars, to the extent they are applicable in case of each contract: date of the contract; names of the parties to the contract; principal terms and conditions and whether the terms are in accordance with prevailing market rates or practices; date of receipt of particulars of contract at the office of the company; date of entry in the register; date on which the contract was placed before the Board at its meeting for approval; names of directors present; names of interested directors; names of directors voting for and against the contract or arrangement and names of those remaining ....

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.... the date of the contract or arrangement, whichever is later. In calculating the number of days, intervening public holidays should be excluded. If there is no contract in which a director is interested, a 'nil' entry should be made in the register on a yearly basis. 8.1-4 Entries should be made in the register in chronological order. 8.1-5 The register should be maintained at the registered office of the company. If the register is taken and kept at a place other than the registered office of the company for the purpose of any meeting, such removal would not amount to non-compliance if the company gives adequate notice to its members, indicating the time during normal business hours (being not less than 2 hours) and the days on which members could inspect the register at the registered office of the company. Notice in this case can be given by displaying the same on the notice board at the registered office of the company as well as on the official website of the company. 8.2 Inspection 8.2-1 The register should be open for inspection to members during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in....

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....rmanship in the company; office of director, managing director, manager or secretary and committee membership/chairmanship held/relinquished in any other body corporate; date of appointment and re-appointment in the company; date of cessation of office and reasons therefor; disqualifications, if any. If any director is nominated by a body corporate, the name of such body corporate; the address of its registered or principal office; and in respect of each of its directors, the full name, address, nationality and nationality of origin if different from that nationality; father's/husband's name of each director should also be entered in the register. If any director is nominated by a firm, the name and address of the firm; and in respect of each partner, the full name, address, nationality and nationality of origin if different from that nationality; the father's/husband's name; and the date on which each partner became a partner should also be entered in the register. Proof of residential address may be in the form of ration card or Election Commission Identity Card or passport or driving licence etc. Change of residential address should be intimated to the company forthwith. In ....

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....uld also be authorized by the Board of the inspecting body corporate. 9.2-3 No person is entitled to copies of the register or any portion thereof. 9.3 Authentication 9.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 9.4 Preservation 9.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 10. Register of Directors' Shareholdings 10.1 Maintenance 10.1-1 Every company should, from the date of its registration, maintain a register of directors' shareholdings. Wholly owned Government companies need not maintain this register. 10.1-2 The register should contain the following particulars in regard to each director of the company: name of the director; number, description and nominal value of securities held by or in trust for the director in the company or in any other body corporate being the subsidiary or holding company of the company, or subsidiary of the holding company of the company; date of acquisition and pric....

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....d be made folio-wise and, within each folio, transaction wise. 10.1-6 The register should be maintained at the registered office of the company. While the register should be maintained at the registered office of the company, at the time of the annual general meeting it should be carried to the venue of the annual general meeting. 10.2 Inspection 10.2-1 The register should be open for inspection during the period beginning 14 days before the date of the annual general meeting of the company and ending 3 days after the date of its conclusion, during the business hours of the company subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. In computing the aforesaid 14 days and 3 days, Saturdays, Sundays or public holidays should be excluded. The register should also be produced at the commencement of every annual general meeting. During the continuance of the meeting, it should remain open and accessible to any person having the right to attend the meeting including valid proxies. If the meeting is adjourned, the register should be kept o....

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....estments in rights shares also. Similarly, the register should contain particulars of investments by a holding company in its wholly owned subsidiaries. Particulars of loans made, guarantees given, securities provided by a holding company to its wholly owned subsidiaries should also be entered in the register. 11.1-2 The register should contain in respect of each investment or loan made, the particulars of the name and address of the body corporate in which investment or loan is made; date of making such investment or loan; the amount, terms, period and purpose of the investment or loan; number and kind of shares or debentures or other securities in which investment is made; nominal value, paid-up value and cost of the investment made; percentage of the investment or loans made to paid up capital and free reserves of the company; rate of interest on loan; date and amount of repayment on the loan; bank rate of interest; date of Board/general meeting approval; specific sources of funding; date of approval of financial institutions; date of disinvestment and details of number, face value and cost of securities disinvested. The maintenance of such a register by a private company, tho....

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.... a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 11.2-3 Copies of the register can be demanded by any member who inspects the register. A certified copy of any folio of the register must be supplied by the company, on payment of requisite fee, to the member applying for it within 10 days of the application, exclusive of non-working days, commencing on the day next after the day on which the request is received by the company. 11.3 Authentication 11.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 11.4 Preservation 11.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 12. Register of deposits 12.1 Maintenance 12.1-1 Every company other than a banking company which accepts any deposit should, from the date of such acceptance, maintain year-wise one o....

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....Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 12.4 Preservation 12.4-1 The register should be preserved for a period of 8 years from the date of the last entry and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. In the case of non-banking financial companies, "year" means calendar year, while in the case of other companies, "year" means financial year. 13. Register of allotment 13.1 Maintenance 13.1-1 Every company should, from the date of its registration, maintain one or more registers of allotment in respect of each allotment of its securities. 13.1-2 The register should contain the following particulars in respect of each class of shares, each series of debentures and each class of any other securities: folio number, name, address and occupation of the applicant; number of securities applied for; date of application; application number; amount paid on application; date and mode of payment; mode of allotment; date of allotment; allotment number; number of share....

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....id on the shares; dividend payable; dividend warrant number and date and mode of payment. If the dividend declared is an interim dividend, such fact should be mentioned in the register. If any dividend is kept in abeyance in relation to any shares, whether due to registration of a transfer deed remaining pending or due to the disputed title of the claimant or otherwise, the fact should be mentioned in the register. If a member has given a mandate that dividend should be paid to any other person, the name of such person should also be entered in the register. In the event of death of a member, if the dividend is paid to his nominee or legal heirs, such fact should be mentioned. 14.1-3 Entries in the register should be made within 7 working days of the date of payment of dividend. 14.1-4 The register should be maintained at the registered office of the company. Additional copies of the register may also be kept at the corporate office as well as with the Registrar and Transfer Agents. 14.2 Inspection 14.2-1 The register is not open for inspection. 14.3 Authentication 14.3-1 Entries in the register should be authenticated by the Secretary of the company or by any other pers....

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....ister for each postal ballot to record the assent or dissent received through postal ballot. The register should be maintained by the Scrutinizer appointed by the Board. Only those postal ballots which reached the scrutinizer within 30 days from the date of posting of the notice should be considered. If duplicate notice and postal ballot forms have been issued to any member, the aforesaid time limit is to be reckoned from the date of posting of the original notice along with draft resolution and not from the date of issue of duplicate notice along with draft resolution and duplicate postal ballot form. Proper record should be maintained for issue of duplicate postal ballots, as it is only the duplicates which will be considered while ascertaining the result of postal ballot. 16.1-2 The register should contain the following particulars in respect of each postal ballot received: serial number given by the Scrutinizer; date of receipt of postal ballot form; name, folio number/client ID number of the member; number of shares held; number of votes in favour; number of votes against; number of invalid votes and reasons therefor. A postal ballot form which is otherwise complete in al....

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.... number of valid and invalid proxies. In case any proxy entered in the register has been rejected, the reasons therefor should be entered in the remarks column. 17.1-3 Entries in the register should be made chronologically. 17.1-4 The register should be maintained at the registered office of the company. 17.2 Inspection 17.2-1 The register of proxies in relation to a particular meeting should be open for inspection to every member entitled to vote at that meeting, during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting. Any person inspecting the register can make extracts from the register during the course of inspection. In case of joint holders of a share, any one of them can inspect the register. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 17.2-2 No person is entitled to cop....

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....register should be made forthwith, in chronological order and separate folios should be assigned to every person in whose name the investments are held. 19.1-4 The register should be maintained at the registered office of the company. 19.2 Inspection 19.2-1 The register should be open for inspection of any member or debenture holder of the company during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. A member or debenture holder inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other person should also be authorized by the Board of the inspecting body corporate. 19.2-2 No person is entitled to copies of the register or any portion thereof. 19.3 Authentication 19.3-1 Entries in th....

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.... signature to each entry. 21.4 Preservation 21.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 22. Register of investors' complaints 22.1 Maintenance 22.1-1 Every company should maintain a register of investors' complaints and enter therein the particulars of complaints received from depositors and holders of securities of the company. 22.1-2 The register should contain the following particulars in respect of each complaint received: date of receipt of complaint; nature of complaint; name of the person lodging the complaint; deposit receipt number or folio number/client ID number; date of interim reply, if any; date on which complaint was fully satisfied; time taken for resolving the complaint. The register should contain the particulars of complaints received in respect of deposits and each kind of security separately. If a copy of the satisfaction of a complaint has been forwarded to the Registrar of Companies, SEBI or any regulatory authority, an entry should be made in the register. 22.1-3 Entries in the register should be made forthwith in ch....

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....Authentication 23.3-1 Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 23.4 Preservation 23.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 24. Register of transmission of shares 24.1 Maintenance 24.1-1 Every company should, from the date of its registration, maintain a register of transmission of shares and enter therein particulars of every share transmitted. 24.1-2 The register should contain the following particulars: transmission number; date of lodgement of application; total number of shares; in respect of the registered holder: folio number, name, number of shares, certificate number(s), distinctive numbers; in respect of applicant(s): folio number, name, address, occupation, father's/husband's name; date of Board/committee resolution approving transmission; new certificate number, if any; date of dispatch of the certificate. 24.2 Inspection 24.2-1 The register is not open for inspection. 24.3 Authentica....

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.... register should be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 26.4 Preservation 26.4-1 The register should be preserved permanently and should be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. 27. Register of employee stock options 27.1 Maintenance 27.1-1 Every company which issues employee stock options should maintain a register of employee stock options and enter therein particulars of options granted. 27.1-2 The register should contain the following particulars in relation to each scheme: date of special resolution approving the scheme; category of employees entitled to participate in the scheme; total number of options granted; market price per share on the date of grant; name of the grantee; number of options granted; vesting period; options vested; exercise period; options exercised; exercise price and market price per share; number of shares arising as a result of exercise of option; options lapsed, if any; any variation of terms of the scheme; date of special resolution passed for variation; lo....

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....gister of sweat equity shares and enter therein particulars of sweat equity shares issued. 'Sweat equity shares' for this purpose means equity shares issued by the company to employees or directors or promoters at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called. 28.1-2 The register should contain the following particulars: date of special resolution authorizing the issue of sweat equity shares; date of Board resolution for allotment; name of the allottee; status of the allottee, i.e. whether director or employee; folio number/certificate number; reference to entry in register of members; date of issue of such shares, number of shares issued, face value of the share, price at which the shares are issued, consideration paid, if any, by the employee/director, particulars of consideration other than cash, the lock-in-period of these shares and the date of expiry thereof. 28.1-3 Entries in the register should be made forthwith. 28.2 Inspection 28.2-1 The register should be open for inspection during the business hours of the company, subject to....

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....irer and persons acting in concert with him; number and percentage of shares/voting rights acquired with respect to total paid-up capital of the target company; number of shares/voting rights sold; shares/voting rights held by such persons before and after acquisition/sale; shares/voting rights acquired; mode of acquisition; date of acquisition or date of receipt of intimation of allotment, whichever is applicable; paid-up capital or total voting capital of the target company before and after the acquisition. For this purpose, 'target company' means a listed company whose shares or voting rights or control is directly or indirectly acquired or is being acquired. The register should be maintained folio-wise. 29.1-3 The register should be maintained at the registered office of the company. 29.2 Inspection 29.2-1 The register should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 29.2-2 Members can inspect the register without payment of any fee. A member inspecting t....

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....ances, employees from public areas have been brought over the Chinese Wall and have been given confidential information on a 'need to know' basis. The register should contain reasons of waiver of period of 30 days in case of pre-clearance of trades. 30.1-3 Entries in the register should be made forthwith. 30.1-4 The register should be maintained at the registered office of the company or at such other place as the Board may decide. 30.2 Inspection 30.2-1 The register should be open for inspection during the business hours of the company, subject to such reasonable restrictions as the company may impose by its articles or in general meeting so that not less than 2 hours in each working day of the company are allowed for inspection. 30.2-2 Members can inspect the register without payment of any fee. A member inspecting the register can make extracts from the register during the course of inspection. A representative of a body corporate seeking to inspect the register should be duly authorized to do so by the Board of such body corporate. Where a representative of a body corporate inspects the register and if the inspection were to be continued by some other person, such other....

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....taining to a period before his appointment as a director. Members of a company do not have a right to inspect the books of account and other books and papers of the company. The auditor of the company and a practising company secretary engaged by the company have a right of access to the books of account of the company in relation to the performance of their duties. 31.3 Preservation 31.3-1 The books of account together with vouchers, records and papers relevant to any entry in the books, should be preserved for a period of not less than 8 accounting years immediately preceding the current accounting year. 32. Annual return 32.1 Maintenance 32.1-1 Every company should maintain copies of all annual returns alongwith copies of certificates and documents required to be annexed thereto at the registered office of the company. Copies of annual returns may be kept at any other place within the city, town or village in which the registered office is situated if such other place has been approved for this purpose by a special resolution passed by the company in general meeting and an advance copy of the proposed special resolution has been given to the Registrar of Companies. The ....