Applicability to Incorporated JVs

• JVs formed as private limited or public limited companies must comply with statutory record-keeping under the Companies Act, 2013.
  
• These statutory registers serve as official records of the company’s legal and corporate structure.
  
• Maintenance of such registers is mandatory and subject to inspection by regulators and stakeholders.
  
• Failure to maintain statutory registers may result in penalties and the disqualification of directors.
  
• The registers must be maintained at the registered office of the JV or any other location approved by the board.
  

Key Statutory Registers to be Maintained

• Register of Members (Form MGT-1): Records details of shareholders and their shareholdings.
  
• Register of Directors and Key Managerial Personnel (Form MBP-1 and DIR-12): Contains particulars of directors, including DIN, appointments, and resignations.
  
• Register of Charges (Form CHG-7): Includes details of all secured borrowings or charges on company assets.
  
• Register of Share Transfers and Allotments (Form SH-6 and SH-7): Tracks issuance, transfer, and allotment of shares.
  
• Register of Loans, Guarantees, and Investments (Form MBP-2): Required under Section 186 for disclosures of financial assistance.
  
• Register of Contracts and Arrangements (Form MBP-4): Maintained under Section 189 for related party transactions.
  
• Register of Beneficial Ownership (Form BEN-1 to BEN-4): Tracks individuals who are the ultimate beneficial owners.
  

Digital or Physical Maintenance

• Registers can be maintained electronically or in physical form with board approval.
  
• Electronic records must be password-protected and accessible only to authorized personnel.
  
• Entries must be updated promptly, with any changes duly recorded and signed.
  
• Registers must be preserved permanently or for the prescribed period based on the type of record.
  
• Inspection of registers must be allowed to members, auditors, and regulators upon request.
  

Inspection and Filing Requirements

• Certain registers, like the Register of Members and the Register of Directors, must be open for inspection during business hours.
  
• Relevant data from the registers must be filed with the Registrar of Companies (RoC) through prescribed forms.
  
• Non-maintenance or incorrect entries may attract fines under Sections 92, 118, and 189 of the Companies Act.
  
• JVs should periodically audit and verify the accuracy of statutory records.
  
• Secretarial audit, if applicable, includes review of compliance with register maintenance.
  

Unincorporated JVs and Exemptions

• Unincorporated JVs (contractual or consortium-based) are not required to maintain statutory registers under the Companies Act.
  
• However, they must still maintain books of accounts, agreements, and financial records for taxation and audit purposes.
  
• If formed as LLPs or partnerships, such JVs must comply with their respective statutes, like the LLP Act, 2008.