List of Directors explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The annual return of a company states its members and its directors as they stood on the close of the financial year, and the AGM file usually carries the same two lists beside the notice and the accounts. This article gives a cover sheet for the annual-filing file, a list of directors and key managerial personnel, and a list of members by class with folio number, shares held and percentage. The company secretary (or, where none, a director) prepares and signs them from the statutory registers.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked before use. For the compliance file as a whole, our compliance documentation team can assemble it.
The annual return contains particulars as they stood on the close of the financial year about the company's members and debenture-holders and its directors and key managerial personnel, with the changes since the previous close (section 92(1)(d) and (e)). Both lists must therefore be taken from the register of members (section 88) and the register of directors and key managerial personnel (section 170(1)) as at that date. The annual return is filed within sixty days of the AGM (section 92(4)).
When you need it and the legal basis
| Source | What it provides | Use |
|---|---|---|
| Section 88(1), (2) | Every company keeps a register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India, a register of debenture-holders and a register of other security holders, each with an index of names. | Source of the members' list. |
| Section 88(5) | Failure to maintain the registers attracts a penalty of three lakh rupees on the company and fifty thousand rupees on each officer in default. | Why the list must tie to the register. |
| Rule 3, Management and Administration Rules | A company limited by shares maintains its register of members in Form MGT-1 from registration; for a company without share capital the rule lists the particulars (name, address, e-mail, PAN or CIN, nominee, date of becoming and ceasing to be a member, amount of guarantee, and others). | Content of the register. |
| Section 92(1) | The annual return in the prescribed form contains the particulars on the close of the financial year: registered office, principal business activities, holding, subsidiary and associate companies; shares, debentures and other securities and shareholding pattern; members and debenture-holders with changes since the previous close; promoters, directors and key managerial personnel with changes; meetings; remuneration; penalties; and other prescribed matters. Signed by a director and the company secretary (for an OPC or small company, by the company secretary, or by the director where there is none). | Both lists are inputs. |
| Section 92(4) | Copy of the annual return filed with the Registrar within sixty days from the date of the AGM (or from the date on which it should have been held, with a statement of the reasons). | Filing note. |
| Rules 11 and 12, Management and Administration Rules | Form MGT-7 for the annual return, except Form MGT-7A for a One Person Company and a small company from the financial year 2020-2021; certification by a company secretary in practice in Form MGT-8 for a listed company or a company with paid-up capital of ten crore rupees or more or turnover of fifty crore rupees or more; copy filed with the Registrar with the specified fee. | Form to attach the list to. |
| Rule 15, Management and Administration Rules | Register of members with index preserved permanently in the custody of the company secretary or an authorised person; copies of annual returns and annexed certificates and documents preserved for eight years from the date of filing. | Preservation of the list. |
| Section 170(1) | A register of directors and key managerial personnel, with the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of holding or associate companies. | Source of the directors' list. |
| Rule 17, Appointment and Qualification of Directors Rules | Register particulars: DIN (optional for key managerial personnel), name, former name, parents' and spouse's names, date of birth, addresses, nationality, occupation, date of the board resolution, date of appointment and reappointment, date of cessation and reasons, offices held in other bodies corporate, ICSI membership number for a company secretary, PAN where a key managerial person has no DIN; plus the securities held (number, description and nominal value, acquisition and disposal dates, price, cumulative balance, mode of acquisition, physical or dematerialised, pledge or encumbrance). | What the register must hold. |
| Section 170(2) | Return of directors and key managerial personnel filed with the Registrar within thirty days of every appointment and of any change (rule 18: Form DIR-12). | Cross-check for the director list. |
Our guide to the annual return, Form MGT-7 and MGT-7A explains the form; the two lists below are working papers, not substitutes for it. The Companies (Management and Administration) Amendment Rules, 2025 (G.S.R. 358(E), in force from 14 July 2025) substituted Forms MGT-7, MGT-7A and MGT-15; use the form as it stands on the day of filing.
The format
(a) Cover sheet for the annual-filing file
ANNUAL FILING FILE
Name of the Company:
CIN:
Registered office:
Financial year: (closed on )
Date of the annual general meeting: Serial number of the AGM:Contents:
1. Notice of the AGM with explanatory statement
2. Board's report with annexures
3. Audited financial statements with the auditor's report
4. List of directors and key managerial personnel as on
5. List of members as on
6. Annual return in Form
7. Minutes of the AGM and certified copies of resolutions
8. Proof of filing of Form AOC-4 and the annual return, with dates
9. Other:Prepared by: , Date:
Checked by: , Date:
(b) List of directors and key managerial personnel
CIN:
LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON
(Prepared from the register under section 170(1) of the Companies Act, 2013)
| Serial number | Name | DIN or PAN | Designation | Date of appointment or reappointment | Date of cessation, if any | Securities held (number, class) | Change since previous close |
|---|---|---|---|---|---|---|---|
Certified that the above list agrees with the register of directors and key managerial personnel maintained under section 170(1) of the Companies Act, 2013.
,
Place: Date:
(c) List of members by class
CIN:
LIST OF MEMBERS AS ON
(Prepared from the register of members under section 88 of the Companies Act, 2013)
Issued and paid-up capital: equity shares of Rs. each preference shares of Rs. each]
| Serial number | Name of member | Folio number or DP ID and client ID | Class of shares | Number of shares held | Per cent of total shares of that class | Shares transferred or transmitted during the year | Mode of holding |
|---|---|---|---|---|---|---|---|
| Total |
Certified that the above list agrees with the register of members maintained under section 88 of the Companies Act, 2013 as on .
,
Place: Date:
How to fill it
| Item | What goes in | Source |
|---|---|---|
| "As on" date | The close of the financial year; the annual return is of the particulars as they stood then | Section 92(1) |
| Members' names and classes | As in the register of members, class by class; depository records for dematerialised holdings | Section 88(1), (3) |
| Percentage | Shares held divided by total shares of that class, shown to the precision the company uses; total should reach hundred per cent | Register and capital clause |
| Transfers during the year | Date and number of shares from transfer and transmission records | Share transfer records |
| Directors' and KMP details | As the register holds them under rule 17; the list needs only the headline fields | Section 170(1) register |
| Securities held by directors and KMP | From the register under rule 17(2) | Same |
| Preparer and checker on the cover sheet | Different persons where staff permits | Company's own practice |
Common mistakes
- Preparing the lists as on the date of the AGM, not the close of the financial year. Section 92(1) asks for particulars on the close of the year, with the changes since the previous close.
- Letting the list drift from the register. Keep the register of members as the master (section 88) and tick the list against it.
- Giving a total that does not match the issued and paid-up capital or shows more than hundred per cent for a class.
- Leaving out members who hold different classes of shares; the register is separate for each class.
- Including particulars rule 14(3) says are not made available for inspection (address, e-mail, Unique Identification Number, PAN of members) in a copy that outsiders will see. Prepare an inspection version without them.
- Forgetting a signature on the annual return: the Act says a director and the company secretary sign, with a different rule for an OPC and a small company.
Signing, filing and time limit
Who signs. The company secretary or a director certifies the two lists. The annual return itself is signed as section 92(1) provides: a director and the company secretary, or where there is no company secretary, by a company secretary in practice; for an OPC and a small company, the company secretary or, if none, the director.
Form and time limit. The lists are not filed as stand-alone forms on the sources read. The annual return goes in Form MGT-7 (or MGT-7A for an OPC and a small company), filed within sixty days from the date of the AGM (section 92(4)). A return of directors and key managerial personnel is filed in Form DIR-12 within thirty days of every appointment and change (section 170(2); rule 18). Keep the annual return and its documents for eight years from filing (rule 15(3)).
Need help with the annual-filing file?
A neat file speeds up the annual return and the audit. If you want the lists, the cover sheet and the filing checked and kept together, our compliance documentation service can prepare and maintain them from your registers.
Key takeaways
- Both lists are as at the close of the financial year and come from the statutory registers.
- The register of members is kept class by class; the register of directors under rule 17.
- Annual return in Form MGT-7 or MGT-7A, within sixty days of the AGM.
- Keep the register of members permanently and annual returns for eight years from filing.
- Private information such as addresses and PAN is not for public inspection under rule 14(3).
Read next
- Annual return: Form MGT-7, MGT-7A and disclosure requirements
- Books of account and statutory registers under the Companies Act, 2013
- Board meeting agenda before the AGM
- Certified true copy of a resolution: formats
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.