Amended and updated notes on section 170 of Companies Act 2013. Detail discussion on provisions and rules related to register of directors and key managerial personnel and their shareholding.
Chapter XI (Sections 149–172) of the Companies Act, 2013 (CA 2013) deals with the provisions related to appointment and qualifications of directors. Section 170 of CA 2013 provides for register of directors and key managerial personnel and their shareholding.
Recently, we have discussed in detail section 169 (Removal of directors) of CA 2013. Today, we learn the provisions of section 170 of Companies Act 2013.
The provisions of section 170 are effective from 1-April-2014. You may refer Notification No. S.O. 902(E) issued dated 27.03.2014. In this article, you will learn detail of the provisions of section 170 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | XI |
| Chapter Name | Appointment and Qualifications of Directors |
| Section No. | 170 |
| Section Name | Register of directors and key managerial personnel and their shareholding |
| Monthly Updated Edition | Company Law PDF |
Register of directors and KMP and their shareholding
Registers for Directors and KMP [Section 170(1):
According to sub-section (1) of section 170 of the Companies Act 2013 (CA 2013), every company shall keep at its registered office a register containing such particulars of its directors and Key Managerial Personnel (KMP) as may be prescribed, which shall include the details of securities held by each of them in:
- – the company; or
- – its holding; or
- – its subsidiary; or
- – subsidiary of company’s holding company; or
- – associate companies.
Such particulars have now been prescribed by the Central Government. As per Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the following particulars in a register shall be kept by the company in the registered office for its directors and KMP:
- (a) Director Identification Number (optional for key managerial personnel);
- (b) Present name and surname in full;
- (c) Any former name or surname in full;
- (d) Father’s name, mother’s name and spouse’s name (if married) and surnames in full;
- (e) Date of birth;
- (f) Residential address (present as well as permanent);
- (g) Nationality (including the nationality of origin, if different);
- (h) Occupation;
- (i) Date of the board resolution in which the appointment was made;
- (j) Date of appointment and reappointment in the company;
- (k) Date of cessation of office and reasons therefor;
- (l) Office of director or key managerial personnel held or relinquished in any other body corporate;
- (m) Membership number of the Institute of Company Secretaries of India (ICSI) in case of Company Secretary, if applicable; and
- (n) Permanent Account Number (mandatory for key managerial personnel if not having DIN);
Additionally, the company shall keep in the aforesaid register, the following details of securities held by directors and KMP in the company, its holding company, subsidiaries, subsidiaries of the company’s holding company and associate companies relating to-
- (a) The number, description and nominal value of securities;
- (b) The date of acquisition and the price or other consideration paid;
- (c) Date of disposal and price and other consideration received;
- (d) Cumulative balance and number of securities held after each transaction;
- (e) Mode of acquisition of securities;
- (f) Mode of holding – physical or in dematerialized form; and
- (g) Whether securities have been pledged or any encumbrance has been created on the securities.
Return Filing in Form DIR-12 [Section 170(2):
Section 170(2) states that a return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within 30 days of any change taking place.
According to the Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014, a return containing the particulars of appointment of director or KMP and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within 30 days of such appointment or change, as the case may be.
In accordance with the Rule 8(12)(a) of the Companies (Registration Offices and Fees) Rules, 2014, the e-Form DIR-12 filed by companies, other than One Person Companies (OPC) and small companies, shall be pre-certified by the Chartered Accountant (CA) or the Company Secretary (CS) or as the case may be the Cost Accountant (CMA), in whole-time practice.
The Central Registration Centre (CRC) shall process forms pertaining to registration of companies i.e. e-forms (INC-2, INC-7 and INC-29 along with linked forms INC-22, DIR-12 and URC-1 etc. As per Notification No. G.S.R. 463(E) dated 5th June, 2015, Section 170 shall not apply to a Government Company in which the entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments.
Section 170 of Companies Act 2013: Register of directors and key managerial personnel and their shareholding
Section 170 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
(1) Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.
(2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.
Exception/ Modification/ Adaptation:
1) Section 170 shall not apply to a Government Company in which the entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments. – Notification No. G.S.R. 463(E) dated 5th June, 2015.
2) In case of a Specified IFSC public company, in Sub-section (2) of section 170, for the words “thirty days” at both places read as “sixty days”. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
3) In case of a Specified IFSC private company, sub-section (2) of section 170, for the words “thirty days” at both places read as “sixty days”. –Notification No. G.S.R. 09(E) dated 4th January, 2017