Explain the meaning of the term 'key managerial personnel' in relation to a company as introduced by the Companies Act, 2013 and also state the manner in which they are appointed.

CS Executive · Company Law · PYQS · June 2015
Explain the meaning of the term 'key managerial personnel' in relation to a company as introduced by the Companies Act, 2013 and also state the manner in which they are appointed.

Answer & Explanation:

As per Section 2(51) of the Companies Act, 2013 "Key Managerial Personnel" in relation to a company means: (a) The Chief Executive Officer or the Managing Director or the Manager; (b) The Company Secretary; (c) The Whole-time Director; (d) The Chief Financial Officer; and (e) Such other officer as may be prescribed. According to section 203 of Act read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 every listed company and every other public company having paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. According to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. According to Section 203(2) of the Companies Act, 2013, 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. 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.

Topics: Appointment and Qualification of Directors

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