DD: Company Law VII - Key Managerial Personnel



The term key managerial personnel is used to define the executive management - they are the point of first contact between the company and its stakeholders. Chapter XIII, Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 deal with the legal and procedural aspects of appointment of Key Managerial Personnel.
S. 2(51):
1. Chief Executive Officer/ Managing Director/ Manager
2. Company Secretary
3. Whole time director
4. Chief Financial Officer
5. Any other officer as may be prescribed.

Managing Director
S. 2(54): entrusted with substantial powers of management of the affairs of the company. (Excluding administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of hte company to any document or to draw and endorse any cheque on account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, from the substantial powers of management.

Whole Time Director
S. 2(94): Director in the whole time employ of the company.

Manager
S. 2(53): Individual 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 manger, by whatever name called, whether under a contract of service or not.

Chief Executive Officer
S. 2(18): Officer of the company so designated.

Chief Financial Officer
S. 2(19): Officer appointed as such

Company Secretary
S. 2(24): As defined under S. 2(1)(c), Company Secretaries Act, 1980 

Appointment of Key Managerial Personnel is mandated under S. 203, Companies Act, 2013 r/w R. 8, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a) managing director/ CEO/ manager/ whole time director
b) Company secretary
c) CFO

Every whole time KMP is to be appointed by Board Resolution containing terms of appointment including remuneration. Such personnel shall not hold office in more than one company at the same time (with the exception of subsidiaries).

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