Section 203of 2013

Key Managerial Personnel

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

Definition:

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

Applicability:

M.D or CEO or Manager And in their absence a whole time director.

Company Secretary and

Chief Financial Officer

KMP Includes:

By a Board Resolution containing terms and conditions of appointment including remuneration.

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.

Restrictions on Appointment

Board should fill the vacancy within a period of 6 months from the date of such vacancy.

Appointment in case of vacancy

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.

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.

Other Points related to KMP

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.

Appointment/ Reappointment of M.D/ W.T.D/ Manager

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.

Eligibility Criteria

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.

Approval