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Section 203 of 2013

Section 203 of 2013. Key Managerial Personnel. Definition: . KMP Means: Chief Executive Officer or the Managing director or the Manager; Company secretary; Whole-time director; Chief Financial Officer; and Such other officer as may be prescribed. Applicability:. Every listed company and

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Section 203 of 2013

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  1. Section 203of 2013 Key Managerial Personnel

  2. Definition: • KMP Means: • Chief Executive Officer or the Managing director or the Manager; • Company secretary; • Whole-time director; • Chief Financial Officer; and • Such other officer as may be prescribed

  3. Applicability: • Every listed company and • Every other public company: • having a paid-up share capital of Rs. 10 Crores or more shall have whole-time key managerial personnel

  4. KMP Includes: • M.Dor CEO or Manager And in their absence a whole time director. • Company Secretary and • Chief Financial Officer

  5. Appointment: • By a Board Resolution containing terms and conditions of appointment including remuneration.

  6. Restrictions on Appointment • Not more than One company except the subsidiary of same company. • KMP can act as director in other company only with the permission of board. • Board can appoint a person as M. D, if he is already M.D or manager in other company, by a board resolution with consent of all directors present at the meeting. • Specific notice is compulsorily to be given to all directors for such appointment.

  7. Appointment in case of vacancy • Board should fill the vacancy within a period of 6 months from the date of such vacancy.

  8. Other Points related to KMP • An explanatory statement annexed u/s 102 to notice, should specify:- • 1) the nature of concern or interest, financial or otherwise of:- - every director and the manager, if any, and their relatives. - every other key managerial personnel and their relatives. • 2) Where any item of special business to be transacted at a meeting, relates/affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, and of every other KMP is more than 2% of paid up share capital of company, shall also be set out in statement.

  9. Other Points related to KMP • Related party includes a key managerial personnel and his relative. • Every director or KMP shall, within a period of 30days of his appointment/ relinquishment of his office, shall disclose his Interest in other associations.

  10. Appointment/ Reappointment of M.D/ W.T.D/ Manager • Company shall not appoint M.D/ Manager at the same time. • Time period:- • Managing Director, Whole time Director or manager can be appointed/reappointed only for a period of 5 years at a time and reappointment is to be made in 5th year.

  11. Eligibility Criteria • Age should be 21 or more and not more than 70. • A Special resolution is compulsory if age is more than 70. • At any time suspended payment to his creditors. • Convicted by a court of an offence and sentenced for a period of more than 6 months.

  12. Approval • Every M.D/ W.T.D/ Manager appointment shall be shall be approved by Board of Directors along with the terms & Conditions and remuneration payable to them. • Appointment made by the Board shall be subject to approval by members and by central government if appointment is at variance.

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