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Business Laws and Ethics · Key Managerial Personnel

Register of Directors and KMP and Their Shareholding (Section 170)

Updated 10 October 2026 · Fact-checked

Section 170 of the Companies Act, 2013 requires every company to keep a register of its directors and key managerial personnel at its registered office, including the securities each holds in the company and related companies. A return of the particulars must be filed with the Registrar within thirty days of each appointment and of any change.

Understand Register of Directors and KMP and Their Shareholding

A company is run by its directors and key managerial personnel (KMP). Outsiders such as investors, creditors and regulators need a reliable record of who these people are and what stake they hold. Section 170 creates that record.

The section has two parts. First, the register. Every company must keep, at its registered office, a register of the particulars of its directors and KMP as may be prescribed. The Act says this must include the details of securities held by each of them in the company, its holding company, its subsidiary, a subsidiary of its holding company (a fellow subsidiary), or its associate companies.

Second, the return. A return with the prescribed particulars and documents must be filed with the Registrar. The time limit is thirty days from the appointment of every director and KMP, and thirty days from any change that takes place.

Note what the Act itself fixes and what it leaves to the Rules. The Act fixes the duty to keep the register, the place (registered office), the securities-holding requirement, the Registrar filing and the 30-day period. The exact list of particulars and the forms are left to be prescribed, so do not invent a detailed list in the exam. Say they are as prescribed.

The securities-holding link matters. It shows conflicts of interest and insider positions across a whole corporate group, not just in one company. This is why the register covers holding, subsidiary, fellow subsidiary and associate companies.

The text of Section 170 supplied for this page does not contain a penalty sub-section or an inspection provision. Inspection of registers in general is dealt with in Section 94, covered below.

Key rules to remember

Duty to keep register (Section 170(1))
Every company → register of directors and KMP → at registered office
Particulars are as prescribed and must include details of securities held in the company, its holding, subsidiary, fellow subsidiary or associate companies.
Return to Registrar (Section 170(2))
File within 30 days of appointment and within 30 days of any change
Applies to every director and KMP. The return contains the prescribed particulars and documents.
Securities covered
Company + holding + subsidiary + subsidiary of holding company + associate companies
Five categories. Students often remember only the company itself and the holding company.
Inspection of registers (Section 94(2)-(3))
Members, debenture-holders, other security holders, beneficial owners: free inspection and free extracts. Others: on payment of prescribed fees
Section 94 deals with registers under section 88 and annual return copies. Do not say it names the Section 170 register. The prescribed particulars not open to inspection are excluded by proviso to Section 94(3).
Refusal of inspection (Section 94(4))
₹1,000 per day, maximum ₹1,00,000, on the company and every officer in default
Applies where inspection, extract or copy under Section 94 is refused.

How to solve Register of Directors and KMP and Their Shareholding questions

Use this method for any question on the Section 170 register, whether it is a theory question or a case-based MCQ.

  1. 1Identify who is covered: directors and key managerial personnel of the company.
  2. 2State the register duty: kept at the registered office, with prescribed particulars.
  3. 3Mention the securities-holding requirement and name all related companies: holding, subsidiary, fellow subsidiary and associate.
  4. 4State the return duty: filed with the Registrar within thirty days of appointment and within thirty days of any change.
  5. 5For a case, count thirty days from the date of appointment or change and check whether the filing was on time.
  6. 6If inspection is raised, refer to Section 94: members and security holders inspect free; others pay prescribed fees.
  7. 7End with a one-line conclusion that answers the exact question asked.

Quickest way: The 30-30-Office check

When to use it: Use it for MCQs and short case questions where you have under two minutes.

  1. Where is the register kept? Registered office.
  2. How long to file the return? 30 days, from appointment and from every change.
  3. With whom? The Registrar.
  4. What must the register show about shareholding? Securities in the company, holding, subsidiary, fellow subsidiary and associate companies.
  5. Eliminate any option with a different period such as 15, 60 or 90 days, or a different place such as the Registrar's office or a branch office.

Common mistakes in Register of Directors and KMP and Their Shareholding

  • Writing sixty days for the Section 170 return.

    Sixty days is the period for filing the annual return under Section 92(4), so the two get mixed up.

    Fix: Link Section 170 with 30 days and Section 92(4) with 60 days from the date of the AGM.

  • Saying the 30 days run only from appointment.

    Students remember the appointment trigger and forget the second limb.

    Fix: Say it twice: within thirty days of appointment and within thirty days of any change.

  • Limiting the shareholding details to securities in the company itself.

    The words 'holding, subsidiary, subsidiary of company's holding company or associate companies' are long and get skipped.

    Fix: List all five: the company, holding, subsidiary, fellow subsidiary and associate.

  • Applying the Section 170 rule to directors only.

    The heading is about directors, so KMP are overlooked.

    Fix: The register and the return cover both directors and key managerial personnel.

  • Quoting a Section 170 penalty amount or the full list of prescribed particulars from memory.

    Students assume every section carries a standard penalty or a fixed list in the Act.

    Fix: Section 170 as given leaves particulars to be prescribed. Say 'as prescribed' and avoid inventing figures.

  • Confusing the Section 170 register with the Section 189 register of contracts.

    Both are registers kept at the registered office and both involve directors and KMP.

    Fix: Section 170 records particulars and shareholding. Section 189 records contracts or arrangements in which directors are interested.

Worked examples

Example 1

Aarav Textiles Ltd appoints Mr. Kiran Rao as Chief Financial Officer on 5 March. By what date must the return of his appointment be filed with the Registrar, and where must the register of directors and KMP be kept?

Show the solution
  1. Mr. Kiran Rao is a CFO, which is a whole-time key managerial personnel under Section 203(1). So Section 170 applies.
  2. Section 170(2) requires the return within thirty days from the appointment.
  3. Counting from 5 March, 30 days: 26 days remain in March after the 5th (6 to 31 March), leaving 4 days in April. The last date is 4 April.
  4. Section 170(1) requires the register to be kept at the registered office of the company.

Answer: The return must be filed with the Registrar by 4 April. The register is kept at the registered office.

Example 2

Mr. Sunil Mehta is a director of Bharat Foods Ltd. He holds shares in Bharat Foods Ltd and in its subsidiary, Bharat Packaging Ltd. A student says the register of Bharat Foods Ltd needs only the shares in Bharat Foods Ltd. Is this correct? Also, what must be done if Mr. Mehta later sells part of his holding?

Show the solution
  1. Section 170(1) says the register must include details of securities held by each director and KMP in the company or its holding, subsidiary, subsidiary of the company's holding company or associate companies.
  2. Bharat Packaging Ltd is a subsidiary of Bharat Foods Ltd, so his holding there must also be shown.
  3. The student's view is therefore incorrect.
  4. A sale of part of his holding changes the particulars. Under Section 170(2), a return of the change must be filed with the Registrar within thirty days of the change taking place.
  5. The register should also be updated to reflect the new particulars.

Answer: The student is incorrect. The register must show his securities in Bharat Foods Ltd and in Bharat Packaging Ltd. If he sells part of his holding, the return of the change is due within thirty days of the change.

Exam tips

  • Memorise two numbers: 30 days for Section 170 and 60 days for the annual return under Section 92(4). Examiners set them side by side as MCQ options.
  • In written answers, split the response into register (Section 170(1)) and return (Section 170(2)). It gives you clear step marks.
  • Always write 'as may be prescribed' for the particulars. Do not list particulars you are not sure of.
  • In an MCQ, check whether the question refers to a director or a KMP. Both are covered, so options that exclude either are wrong.
  • Write the section number with the rule, for example 'Section 170(2)'. It shows precision.

Practice questions from Key Managerial Personnel

Register of Directors and KMP and Their Shareholding in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Register of Directors and KMP and Their Shareholding: frequently asked questions

Where must the register of directors and KMP be kept?

Section 170(1) requires every company to keep it at its registered office. The register contains the prescribed particulars of directors and KMP, including their securities holdings.

Within how many days must the return of directors and KMP be filed?

The return must be filed with the Registrar within thirty days from the appointment of every director and KMP. A fresh return is also due within thirty days of any change in the particulars.

Whose shareholding must be shown in the register?

The register must show the securities held by each director and KMP in the company itself. It must also cover securities held in its holding company, its subsidiary, a subsidiary of its holding company and its associate companies.

Who can inspect the registers of a company?

Under Section 94(2), members, debenture-holders, other security holders and beneficial owners can inspect registers covered by that section during business hours without a fee. Others can inspect on payment of the prescribed fees. Section 94 applies to registers under Section 88 and copies of annual returns, and certain prescribed particulars are excluded from inspection.

Is there a penalty stated in Section 170 itself?

The text of Section 170 supplied for this page has only two sub-sections and states no penalty. For the exam, state the duties accurately, and refer to penalty provisions only where you are sure of them.