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Register of Directors and Key Managerial Personnel

Register of Directors and Key Managerial Personnel

Every company shall keep at its registered office a register containing particulars of its directors and key managerial personnel, 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.

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.

The provisions relating to maintenance of Register of Directors and Key managerial personnel is contained in Section 170 and Rule 17 & Rule 18 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Section 170 shall not apply to a Government company in which the entire share capital is held by the Central Government, or by a State Government or by the CG and one or more state governments. This has been clarified vide Notification F No. 1/2/2014-CL.V dated 5th June 2015.

Register of directors and key managerial personnel

(1) Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-

(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 in case of Company Secretary, if applicable; and

(n) Permanent Account Number (mandatory for key managerial personnel if not having DIN);

(2) In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them 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 containing the particulars of directors and the key managerial personnel

A return containing the particulars of appointment of director or key managerial personnel 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 thirty days of such appointment or change, as the case may be.

What has been modified on comparison with Companies Act, 1956? –

  1. Register of Director and Register of Directors Shareholding has been merged into one register.
  2. In respect of shareholding of Directors, shareholding in associate companies is also required.
  3. Moreover in the register, detail of key managerial personnel along with their shareholding in the company, its holding company, subsidiaries, subsidiaries of the holding company and associate companies shall also be provided.

Members right to Inspection –

a) The Register of Directors and Key managerial personnel shall be open for inspection during business hours and the members shall have a right to take extracts therefrom and copies thereof, on a request by the members, be provided to them free of cost within 30 days; and

(b) The Register of Directors and Key managerial personnel shall also be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting.

If any inspection as provided in clause (a) of Section 170(1) is refused, or if any copy required under that clause is not sent within 30 days from the date of receipt of such request, the Registrar shall on an application made to him order immediate inspection and supply of copies required thereunder.

Penalty –

Event :

Default in maintaining the register of directors and key managerial personnel or in allowing its inspection

Who shall be penalized? –

The Company and the officers in default

Quantum of Penalty:

  • For the Company:

Minimum Fine: INR 50,000
Maximum Fine: INR 5,00,000

  • For every office in default:

Minimum Fine: INR 50,000
Maximum Fine: INR 5,00,000

Register of Directors and Key Managerial Personnel

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