Companies Act Section 170

Companies Act - Section 170: Register of Directors and Key Managerial Personnel and Their Shareholding

1. Requirement to Maintain a Register of Directors and Key Managerial Personnel

Under the provisions of the Companies Act, every company is required to maintain a register of directors and key managerial personnel (KMP) at its registered office. This register should contain detailed particulars of all directors and key managerial personnel associated with the company, as may be prescribed under relevant rules and regulations.

2. Details to be Included in the Register

The register must include, but is not limited to, the following information regarding directors and key managerial personnel:

Name, designation, and identification details of each director and KMP.
Date of appointment and, if applicable, the date of cessation from the office.
Residential address and contact details of the directors and KMP.
Details of shareholding or securities held by each director and KMP in:
The company itself.
The company’s holding company.
Any subsidiary company of the company.
Any subsidiary of the company’s holding company.
Any associate companies where applicable.
Any changes in the securities or shareholding status of directors and KMP over time must also be updated in this register.
3. Filing of Returns with the Registrar of Companies (ROC)

In addition to maintaining the register, companies must also comply with statutory filing requirements:

Whenever a director or key managerial personnel is appointed, the company must file a return containing prescribed particulars and supporting documents with the Registrar of Companies (ROC).
This return must be filed within thirty (30) days from the date of such appointment.
Similarly, if there is any change in the particulars of any director or key managerial personnel, the company must update the records and file the corresponding return with the Registrar within thirty (30) days from the date of such change.
4. Compliance and Legal Implications

The register and the filing of returns are critical compliance obligations under the Companies Act.
Failure to maintain the register or to file returns within the prescribed timeframe may lead to penalties and regulatory action against the company and its responsible officers.
The register must be kept updated and made available for inspection by regulatory authorities or any authorized personnel as per legal requirements.
5. Purpose and Importance of Section 170

Ensures transparency and accountability in corporate governance by maintaining a clear record of individuals in leadership roles.
Helps regulatory authorities and stakeholders track the shareholding patterns of directors and KMP to prevent conflicts of interest.
Facilitates the monitoring and verification of the legitimacy of appointments and resignations.
Ensures companies comply with statutory reporting obligations and maintain an up-to-date record of corporate leadership and ownership structure.