Company Law and Practice · Key Managerial Personnel and their Remuneration

Register of Directors and KMP under Section 170

Updated 11 October 2026 · Fact-checked

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

Understand Register of Directors and KMP under Section 170

A company acts through its directors and KMP. Members, creditors, regulators and the public need to know who they are. Section 170 meets this need through two tools: a register kept at the company, and a return filed with the Registrar.

The register is kept at the registered office. It holds the particulars of directors and KMP that the rules prescribe. The Act adds one fixed item: it shall include the details of securities held by each of them. This covers securities in the company itself and in its holding company, its subsidiary, a subsidiary of its holding company, and its associate companies.

The reason is transparency. If a director holds shares in a group company, the members can see where that director's interests lie. This links to conflict of interest and to the duty of disclosure.

The return goes to the Registrar. It carries the prescribed particulars and documents of the directors and KMP. You must file it within thirty days from the appointment of every director and KMP. You must also file it within thirty days of any change that takes place. So there are two triggers: appointment and change.

The section itself does not state the exact fields of the register or the form of the return. These are left to the rules. In the exam, state the rule from the section and say the particulars are 'as may be prescribed'. Do not invent a list of fields you are unsure of.

Key rules to remember

Register - where and what: Register at registered office = prescribed particulars of directors and KMP + details of securities held; Section 170(1). Securities held in the company, holding, subsidiary, subsidiary of holding and associate companies.
Persons covered: Every director + every key managerial personnel; Both must appear in the register and in the return.
Time limit for return: Return to Registrar within 30 days of appointment, and within 30 days of any change; Section 170(2). Two separate triggers: appointment and change.
Content of return: Prescribed particulars + prescribed documents; The details are in the rules, not in the section.
KMP covered by the register: Whole-time KMP under Section 203(1): MD or CEO or manager (or whole-time director in their absence), company secretary, CFO; Link with Section 203 when answering questions on who counts as KMP.

How to solve Register of Directors and KMP under Section 170 questions

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

1Identify what the question asks: the register, the return to the Registrar, or both.
2State the rule: every company must keep at its registered office a register of directors and KMP with prescribed particulars.
3Add the shareholding requirement: details of securities held in the company, its holding, subsidiary, subsidiary of holding and associate companies.
4State the return rule: file with the Registrar within thirty days of appointment and within thirty days of any change.
5Apply the dates to the facts. Count thirty days from the appointment or change, and say whether the filing is in time.
6Say that particulars and documents are as prescribed by the rules, without listing fields you are unsure of.
7Conclude clearly: whether the company has complied, and what must be done.

Quickest way: Four-point Section 170 check

When to use it: Use it for short-answer questions and for fact-based questions with limited time.

Who: directors and KMP.
Where: register at the registered office.
What: prescribed particulars plus securities held in the company and in group companies.
When: return to the Registrar within 30 days of appointment and of any change.

Common mistakes in Register of Directors and KMP under Section 170

Saying the register only covers directors.
The title of the section is long and students remember only the first word.
Fix: Remember the section covers directors and key managerial personnel, and both appear in the register and the return.
Leaving out the details of securities held.
Students treat the register as a list of names and addresses.
Fix: State that the register must include securities held by each person in the company, its holding, subsidiary, subsidiary of holding and associate companies.
Giving the wrong time limit, such as 60 days or 15 days.
Students mix this with other filing deadlines, such as the annual return, which is within sixty days of the AGM under Section 92.
Fix: Fix the number thirty for Section 170 return, and note that it applies to both appointment and change.
Forgetting that a change also triggers a fresh filing.
Students focus on the moment of appointment only.
Fix: Remember the two triggers. A change in particulars, such as a change in the details held, needs a return within thirty days of the change.
Quoting a specific penalty for Section 170 default.
Students assume every section has its own penalty clause, as Section 203(5) does.
Fix: The text of Section 170 given here has no penalty sub-section. Say that default is dealt with under the general penalty provisions of the Act, and do not quote an amount or section number you are not sure of.
Confusing Section 170 with the former Section 194 on forward dealings.
Both deal with directors, KMP and their securities.
Fix: Section 194 has been omitted by the Companies (Amendment) Act, 2017, with effect from 9 February 2018. Do not cite it as current law.

Worked examples

Example 1

Mehta Textiles Limited appoints Ms Kavita Rao as Chief Financial Officer on 5 March. The company says it has no duty to update its register or file anything because she is not a director. Advise the company.

Show the solution

Provision: Section 170(1) requires every company to keep at its registered office a register of its directors and key managerial personnel. Section 170(2) requires a return of the directors and KMP to be filed with the Registrar within thirty days of the appointment of every director and KMP.
Facts: The Chief Financial Officer is a whole-time key managerial personnel under Section 203(1). So she falls within Section 170, even though she is not a director.
Analysis: Her particulars, including details of securities she holds in the company or in its holding, subsidiary, subsidiary of holding or associate companies, must be entered in the register at the registered office.
Filing: The return to the Registrar must be filed within thirty days from 5 March, that is, by 4 April.
Conclusion: The company's view is wrong. It must update the register and file the return within thirty days.

Answer: The company must enter Ms Rao's particulars and securities held in the register at its registered office and file the return with the Registrar within thirty days of her appointment, that is, by 4 April.

Example 2

Explain the contents of the register of directors and KMP under Section 170 and the time for filing the return. A director of Sundaram Foods Limited, which has a subsidiary, holds shares in that subsidiary. Must this appear in the register?

Show the solution

Provision: Section 170(1) requires a register at the registered office with prescribed particulars of directors and KMP.
Mandatory content: The register shall include details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company's holding company or associate companies.
Facts: The director holds shares in the company's subsidiary. A subsidiary is expressly named in the section.
Analysis: So the shareholding in the subsidiary must be shown against the director's name in the register.
Return: Under Section 170(2), a return with prescribed particulars and documents must be filed with the Registrar within thirty days of appointment and within thirty days of any change.
Conclusion: Yes, the holding must be recorded.

Answer: Yes. The director's shares in the subsidiary must be recorded in the register kept at the registered office. The return to the Registrar must be filed within thirty days of appointment and of any change.

Exam tips

Write the section number with the rule: Section 170(1) for the register and Section 170(2) for the return.
Always mention securities held in group companies. Many answers miss this and lose marks.
In fact-based questions, count thirty days from the date of appointment or change and state the last date.
Do not list prescribed fields or penalty amounts unless you are sure. State that they are as prescribed.
Link to Section 203 when the question asks who is KMP, so your answer covers the persons in the register.

Practice questions from Key Managerial Personnel and their Remuneration

Register of Directors and KMP under Section 170 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 under Section 170: frequently asked questions

Where must the register of directors and KMP be kept?

Section 170(1) says it must be kept at the registered office of the company. It contains the prescribed particulars of directors and key managerial personnel.

Within what time must the return of directors and KMP be filed with the Registrar?

It must be filed within thirty days from the appointment of every director and KMP. It must also be filed within thirty days of any change taking place.

Does the register show shareholding?

Yes. It must include details of securities held by each director and KMP in the company, its holding company, its subsidiary, a subsidiary of its holding company and its associate companies.

Is there a separate penalty clause in Section 170?

The text of Section 170 does not contain a penalty sub-section. For default, refer to the general penalty provisions of the Act, and check the current provision before quoting an amount.