Management and Administration
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, 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, debentureholders, other security holders or beneficial owners residing outside India.
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 and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during which the failure continues.
Legal Commentary & Landmark Judgments: Section 88
Section 88 mandates the maintenance of statutory registers of members, debenture holders, and other security holders, establishing the formal record of corporate ownership and membership rights.
Section 88 registers are permanent statutory records prima facie proving membership status under Section 95.
The register of members establishes the definitive electoral roll for corporate democracy. Only persons entered in the Section 88 register (or depository records) have the right to receive notice of general meetings, cast votes, receive dividends, or file oppression petitions under Section 244. Maintaining inaccurate registers invites heavy statutory penalties on the company and officers in default.