Rule 8A of kmp

[sachin kumar]

Dear all,

If a pvt co having paid up capital 5 crore need to appoint whole time cs

My query is that in director report of pvt co, is any need  to disclose cs as kmp.

But when i interpreted this section i am confused that is only the requirement to appoint a cs or he is kmp as rule 8A only said to appoint whole time cs...not say that he will be part of KMP

Can u please guide.

[NILESH SENGANI]

Dear Sachin,

As per my understanding abt Section 203, pvt company having paidup capital of Rs.10cr.or more need to appoint KMP and as per Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a company whose paid up cap is Between Rs. 5cr. to 9cr. need to appoint whole time company secretary.

Regards,

Nilesh

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[garima vishnoi]

Hi Sachin,

In my opinion, He/ She will not be a KMP under Sec 203, Rule 8 speaks about the requirement for appointment of KMP but Rule 8 A specifically speaks a co. other than those covered in Rule 8 i.e. unlisted public cos. and pvt cos. whose PUC is between Rs. 5 crs - Rs. 9.99 crs needs to appoint a whole time company secretary only. Although virtually in this case CS is the only KMP to be appointed in such class of cos.

He/ She will be a whole time CS only and not KMP.

a co. whose PUC is between Rs. 5 crs a company whose paid up cap is Between Rs. 5cr. to 9cr. need to appoint whole time company secretary.

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With Kind Regards

Garima Vishnoi

Company Secretary
9540992717

[sachin kumar]

But friends rule 8A is also derive from Companies (Appointment and remuneration of managerial personnel) rules 2014.

It's means in case of pvt co this rule governed the concept of KMP, and in case of pvt co.  Cs should be a KMP.

Please share views, comments..

[anjali jain]

Rule 8A is a part of sec 203 which is appointment of KMP and KMP includes CS. If in a pvt co cs is appointed in order to comply rule 8A, he will be considered as KMP.

[garima vishnoi]

Yeah i think Anjali is right, Thanks friend.

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[CS Manish Kushwaha]

Dear frndz,

Any CS appointed in Pvt co. or Public Co. shall be considered as KMP.

whether there is any statutory requirement of CS or not in the company. 

As well as any CFO, CEO or MD etc. voluntarily appointed by co. shall be considered as KMP, even if the co. has no any requirement of having KMP.

Regards 

CS Manish Kushwaha

 

[sachin kumar]

Dear as per u, whether a cs appoint under rule 8 or 8A, will be consider as KMP...

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[Pradeep Kumar]

Hi

ROC’s views @ 3 rd Interactive session with ICSI, Blr Chapter members 23.09.14

Kindly Clarify, is there is any need to file the said form MR-1 for a Managing Director/ whole time director who is not a KMP as per section 203 of the Companies Act 2013 ? Also clarify whether all the whole time directors and managing directors appointed by the company are KMP ? Also clarify the Company secretary who was appointed under Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a KMP or not as the Private limited companies need not have KMP as per Rule 8 of the said Rules.

ROC’s views : In case a company secretary is appointed by a company having a paid up capital of Rs. 5 Crores or more, he is treated as Key Managerial Personnel as well as officer who is in default.

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Thanks & Regards,

Pradeep Kumar M

PRADEEP KUMAR M & ASSOCIATES

Company Secretaries,

#12/3,Sri Sathyasai Krupa,2nd Floor, Vanivilas Road

VV Puram, Bangalore-560004

Mobile-9739315590

Email-cs...@gmail.com

[V. Vasumathy & Associates]

Hi,

here, i have a doubt, as per sec 203 - Key Managerial Personnel.. Subsection (3) says - A wholetime KMP shall not hold office in more than one company except in its subsidiary company at the same time..
but it also says If the board passes a unanimous resolution allowing the person to continue to hold office in 2 companies then it is possible... But wat abt private companies... As this sec would not attract pvt. Co?? or??

Thanks & Regards,

[CS Manish Kushwaha]

only for the appointment of MD in more than one co. unanimous resolution shall be required by the board and in case of any other KMP no such unanimous voting is required as section 203(3) itself gives power to be appointed in more than one co. i.e. only subsidiary.

and 203 is applicable on all co.'s 

[sachin kumar]

Please tell me what is the conclusion. CS in pvt co will consider as KMP or not as tje same i have to disclose in Boards Report.
Please revert dears.

On 02-Jul-2015 4:16 PM, "CS Manish Kushwaha" <manishk...@gmail.com> wrote:

only for the appointment of MD in more than one co. unanimous resolution shall be required by the board and in case of any other KMP no such unanimous voting is required as section 203(3) itself gives power to be appointed in more than one co. i.e. only subsidiary.

and 203 is applicable on all co.'s 

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[CS Manish Kushwaha]

Dear Sachin,

As already told you any CS appointed in any co. shall be considered as KMP and in result of that shall be considered officer in default

so mention in your director report CS as KMP,  also if co. has CFO, CEO or MD, WTD shall also be treated as KMP. 

[csyogan .]

as per s.2(51), cs is a kmp

so whether you are appointing cs by way of mandatory requirement or not, cs will be a kmp

i dont see any ambiguity here..

regards,

yogan.

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