Appointment of KMP

Appointment of Key Managerial Personnel

Key Managerial Personnel in a company means – Chief Executive Officer or Managing Director or Manager, Company Secretary, Whole-time Director, and Chief Financial Officer.

1. 1. 1. The Chief Executive Officer – A chief executive officer (CEO) is the highest-ranking executive in a company, whose primary responsibilities include making major corporate decisions, managing the overall operations and resources of a company, acting as the main point of communication between the board of directors and corporate operations and being the public face of the company. Companies Act defines a CEO as an officer who has been designated such.
      2. The managing director- Means a director who, by the articles of a company an agreement with the Company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the Company and includes a director occupying the
         position of managing director.
      3. The Manager- means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.
      4. The Company SecretaryThe company secretary is a person who is a member of the Institute of Company Secretaries of India, and is responsible for the efficient administration of a company, particularly for ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.
      5. The Whole-time director is a director in the whole-time employment of the company
      6. The Chief Financial Officer-f. A chief financial officer (CFO) is the senior executive responsible for managing the financial actions of a company. Companies Act defines a CFO as an officer who has been designated such.

   According to section 203(1) read with Rule 8 of the  Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, It is mandatory for the following class of Companies to appoint Key Managerial Personnel:

   1. 1. i.Every listed company
   1. 1. ii. Public Companies having paid-up share capital of 10 Crore rupees or more.
   1. 1. iii. Public Companies Having paid-up share of 5 Crore rupees or more.
   1. 1. iv. Companies having paid-up share capital of 10 Crore rupees or more are mandated to appoint a Company Secretary.

   Documents required for the appointment of Director/KMP:
   1. The Company has to call the board meeting for the appointment of KMP and pass the Board Resolution containing the terms and conditions of the appointment. Thus, a Board Resolution is required.
   2. Consent in writing, for such appointment.
   3. File with Registrar of Companies Form MGT-14 and return of appointment of Managing Director, Manager, Whole Time Director in Form MR-1.
   4. File Form DIR-12 for appointment along with prescribed fees.
   5. Any other document as may be required

   Taxcellent will help you in drafting relevant documents and filing forms with the Registrar for the resignation of the Director and KMP