Register of loans, guarantees, security and acquisitions

Section 186(9) requires a register of these transactions, kept in Form MBP-2 and written up chronologically for each transaction.

What goes in it

• Nature of the transaction and its date
• Name of the person or body
• Amount and purpose
• Board and, where required, shareholder approval dates

Mistakes that come up

• Inter-corporate loans recorded in the books of account but not in the register
• Entries made months after the transaction, though rule 12(2) asks for each within seven days

Keeping it electronically

Section 120 allows records to be kept in electronic form in the manner the rules prescribe. Rule 27(1) of the Companies (Management and Administration) Rules, 2014 speaks of listed companies and companies with 1,000 or more shareholders, debenture holders and other security holders; for a smaller company, whether Keel holds the register itself or a sealed copy kept beside it is for the company and its company secretary to decide. Rule 28 sets the conditions for electronic records, among them protection against unauthorised alteration, a dated backup at least once a day, records that can be reproduced in readable form, and systems that can "discern invalid and altered records" (rule 28(2)(e)); under it the board names who is responsible, where backups are kept and who has access.

How it is kept on Keel

Each entry is sealed with a fingerprint chained to the one before it, and a correction is a new entry that points at the one it corrects, so the register shows its own history. Your firm keeps preparing it in the tool it uses today; Keel imports the export. See a sealed register of members.