Sections 170, 171 and 172 of the Companies Act, 2013: Register of Directors and KMP, Inspection Rights and Penalty
Sections 170 to 172 form part of Chapter XI of the Companies Act, 2013. They deal with the company's register of directors and key managerial personnel (KMP), members' right to inspect that register, filing of changes with the Registrar of Companies, and the residual penalty for defaults under the Chapter where no specific penalty or punishment is otherwise provided.
Section 170 - Register of directors and key managerial personnel and their shareholding
Under Section 170(1), every company must keep at its registered office a register containing the prescribed particulars of its directors and key managerial personnel. The register must also include details of securities held by each such person in the company, its holding company, subsidiary, subsidiary of its holding company, or associate companies.
Section 170(2) requires a return containing the prescribed particulars and documents relating to directors and KMP to be filed with the Registrar within 30 days from the appointment of every director or KMP and within 30 days of any subsequent change.
DIR-12 filing
The Ministry of Corporate Affairs uses Form DIR-12 and its official instruction kit for particulars of appointment of directors and KMP and changes among them. The MCA instructions state that the form is to be filed within 30 days of appointment, cessation, or relevant changes.
Section 171 - Members' right to inspect
The register maintained under Section 170(1) must be open for inspection during business hours. Members are entitled to take extracts from it. On a member's request, copies must be provided free of cost within 30 days.
The register must also remain open for inspection at every annual general meeting and be accessible to any person attending that meeting.
If inspection is refused, or a requested copy is not supplied within 30 days of receipt of the request, Section 171(2) enables an application to the Registrar, who may order immediate inspection and supply of the required copies.
Section 172 - Penalty for default
Section 172 is the residual penalty provision for Chapter XI. Where a company defaults in complying with a provision of the Chapter and no specific penalty or punishment is provided for that default, the company and every officer in default are liable to a penalty of Rs. 50,000.
For a continuing failure, a further penalty of Rs. 500 applies for each day during which the failure continues, subject to a maximum of Rs. 3,00,000 for the company and Rs. 1,00,000 for an officer in default. The present penalty formulation reflects the amendment brought into force from 21 December 2020.
Sections 170, 171 and 172 at a glance
| Section | Subject | Key requirement |
|---|---|---|
| 170 | Register of directors and KMP and their shareholding | Maintain prescribed register at registered office and file prescribed director/KMP returns and changes within 30 days. |
| 171 | Members' right to inspect | Permit inspection and extracts; provide requested copies free within 30 days; keep register accessible at AGM. |
| 172 | Residual penalty | Rs. 50,000 penalty, plus Rs. 500 per day for continuing failure, subject to statutory maximums. |
Practical compliance checklist
Companies should keep the Section 170 register current, record prescribed particulars and securities holdings, monitor every appointment, cessation and change involving directors or KMP, file DIR-12 within the statutory period where applicable, and maintain procedures for prompt inspection and copy requests under Section 171.
Official sources
For the latest statutory text and filing requirements, refer to the India Code portal and the Ministry of Corporate Affairs portal. MCA's official DIR-12 instruction kit should be checked when preparing the filing because portal and form requirements may be updated.