Sona Boutique Pvt. Ltd. has not appointed a Company Secretary, as its paid-up share capital is below the statutory threshold. The Board of directors has authorized the Chief Financial Officer (CFO) to authenticate the en

CS Executive · Company Law and Practice · PYQS · June 2026
Sona Boutique Pvt. Ltd. has not appointed a Company Secretary, as its paid-up share capital is below the statutory threshold. The Board of directors has authorized the Chief Financial Officer (CFO) to authenticate the entries in the Register of Members. The company has recently forfeited certain shares for non-payment of calls. Explain the statutory time limit for making entries in the Register of Members pursuant to such forfeiture and examine the validity of authentication of these entries by the CFO in light of the provisions of the Companies Act, 2013.

Answer & Explanation:

As per Rule 5(1) of the Companies (Management and Administration) Rules, 2014, the entries in the registers maintained under section 88 of the Companies Act, 2013, shall be made within 7 days after the Board of directors or its duly constituted committee approves the allotment or transfer of shares, debentures, or any other securities, as the case may be. As per Rule 5(4) of the Companies (Management and Administration) Rules, 2014, if any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to transfer to Investor Education Protection Fund or due to any other reason, entries thereof explaining the change shall be made in the respective register. As per Rule 5(3), since forfeiture results in a change in the status of the member, the corresponding entry in the Register of Members, consequent upon any forfeiture of shares should similarly be made within seven days of the Board's approval. As per Rule 8(1) of the Companies (Management and Administration) Rules, 2014, the entries in the registers maintained under section 88 and index included therein shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose and the date of the board resolution authorising the same shall be mentioned. The law does not require that the Board must authorize a director. It may authorize any person, including an officer such as the CFO of the company. Hence, the authorisation of CFO and authentication of entries in the register of members by him under the Board's authority is valid.

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