A is a leading business man who is presently acting as director in five companies. He wants to become the Chairman and Managing Director (CMD) of CKC International Ltd. which undertakes several businesses. The company's

CS Executive · Company Law · PYQS · December 2022
A is a leading business man who is presently acting as director in five companies. He wants to become the Chairman and Managing Director (CMD) of CKC International Ltd. which undertakes several businesses. The company's average annual turnover was ₹1,125 crore in the preceding three financial years. The Company already have H, C and L as its Chief Executive Officers for each of its business categories. As a Company Secretary advise A regarding appointment of key managerial persons, feasibility of appointing him in CKC International Ltd. as CMD and retaining the directorship of other companies referring to the provisions of the Companies Act, 2013.

Answer & Explanation:

Appointment of key managerial persons: Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mandates the appointment of Key Managerial Personnel and makes it obligatory for a listed company and every other public company having a paid-up share capital of rupees ten crores or more, to appoint following whole-time key managerial personnel: managing director, or Chief Executive Officer or manager and in their absence, a whole- time director: company secretary; and chief financial officer. Every whole-time key managerial personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration. Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, requires such appointment by the Board of Directors only by means of Resolution passed at meeting of the Board. Feasibility of appointing as CMD: An individual shall not be appointed or reappointed as the chairperson of the company, as well as the managing director or chief executive officer of the company at the same time unless the Articles of such a company provide otherwise; or the company does not carry multiple businesses. However, such class of companies engaged in multiple businesses and which has appointed one or more chief executive officers for each such business as may be notified by the Central Government are exempted from the above. MCA vide its notification S.O. 1913(E) dated 25-7-2014 notified that public companies having paid up Share capital of ₹100 Cr or more and annual turnover of ₹1000 Cr or more which are engaged in multiple businesses and have appointed Chief Executive Officer for each such business can appoint an individual as Chairperson and Managing Director. Hence, A can be appointed in CKC International Ltd. as its CMD as the company's turnover is over ₹1000 crore. Retaining directorship of other companies: With the permission of the Board he can continue to be the director of other companies.

Topics: Appointment and Qualification of Directors

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