Sections 87 and 88 of the Companies Act, 2013: Rectification of Charges and Register of Members

Sections 87 and 88 deal with two different compliance areas under the Companies Act, 2013. Section 87 provides a mechanism for rectifying specified omissions or misstatements relating to registered charges. Section 88 requires every company to maintain prescribed registers of members, debenture-holders and other security holders.

Updated: 17 September 2026

On this pageSection 87 - Rectification in register of chargesSection 88 - Register of members, etc.Penalty under Section 88(5)Related provisionsOfficial resources

Section 87 - Rectification by Central Government in Register of Charges

Section 87 is part of Chapter VI, Registration of Charges. It applies where there has been an omission to intimate the Registrar about payment or satisfaction of a charge within the required time, or an omission or misstatement in an earlier filing concerning a charge, its modification, a memorandum of satisfaction, or an entry under Section 82 or Section 83.

Meaning: A "charge" is an interest or lien created on the property or assets of a company, or any of its undertakings, as security and includes a mortgage. The Act requires prescribed particulars concerning charges and their satisfaction to be registered or reported.

When rectification may be allowed

The Central Government may grant relief when satisfied that the omission or misstatement was accidental, resulted from inadvertence or another sufficient cause, or is not of a nature that prejudices the position of creditors or shareholders. An application may be made by the company or another interested person, and relief may be made subject to terms and conditions considered just and expedient.

Effect of an order under Section 87

Depending on the circumstances, the competent authority may direct extension of the time for giving intimation of payment or satisfaction of the charge, or direct rectification of the relevant omission or misstatement. Section 87 should therefore be read with the charge-registration framework in Sections 77 to 86 and the applicable Companies (Registration of Charges) Rules.

Section 88 - Register of Members, etc.

Section 88 is in Chapter VII, Management and Administration. Every company must keep and maintain the statutory registers specified by the section in the prescribed form and manner.

Registers required under Section 88(1):

  • A register of members, separately identifying each class of equity and preference shares held by members residing in or outside India.
  • A register of debenture-holders.
  • A register of other security holders.

Index of names

Under Section 88(2), each register maintained under sub-section (1) must include an index of the names entered in it, subject to the manner prescribed under the applicable rules.

Depository records

Section 88(3) recognises the register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996 as the corresponding register and index for purposes of the Companies Act, 2013.

Foreign register

Under Section 88(4), where the articles authorise it, a company may keep outside India, in the prescribed manner, a part of the relevant register known as a "foreign register". It may contain particulars of members, debenture-holders, other security holders or beneficial owners residing outside India.

Penalty for failure to maintain registers - Section 88(5)

The current penalty provision was substituted by the Companies (Amendment) Act, 2020 with effect from 21 December 2020. If the company does not maintain a register of members, debenture-holders or other security holders, or fails to maintain the registers in accordance with Section 88(1) or 88(2), the company is liable to a penalty of Rs. 3,00,000 and every officer of the company who is in default is liable to a penalty of Rs. 50,000.

Compliance point: The detailed form, particulars and maintenance requirements for registers under Section 88 are governed by the Companies (Management and Administration) Rules, 2014, as amended. Companies should verify the current prescribed forms and filing requirements on the MCA portal before acting.

For charge-related compliance, read Section 87 together with Sections 81 and 82 on the Registrar's register of charges and reporting satisfaction of a charge, Sections 83 and 84 on satisfaction entries and appointment of receiver or manager, and Sections 85 and 86 on the company's register of charges and contravention.

For membership and beneficial ownership records, see Sections 89 and 90 on beneficial interests and significant beneficial owners, Sections 91 and 92 on closure of registers and annual return, and Section 94 on the place of keeping and inspection of registers and returns.

Official resources

For the latest statutory text, amendments, notifications, rules and e-filing services, verify the position from the official Ministry of Corporate Affairs portal and India Code.

This page is a general legal information resource. Statutory provisions, rules, notifications and forms should be checked in their current official version for a specific compliance matter.