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Ramesh Sharma
Enlightened
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  1. CA Manish Kumar Gupta Enlightened

    Hi, As per Section 2(76) read with Rule 3 of the Companies (Specification of definitions, details) Rules, 2014 of the Act, Related party with reference to a company means: 1. A director or key managerial personnel or relative thereof; 2. A firm, in which a director, manager, or his relative is a parRead more

    Hi,

    As per Section 2(76) read with Rule 3 of the Companies (Specification of definitions, details) Rules, 2014 of the Act, Related party with reference to a company means:

    1. A director or key managerial personnel or relative thereof;

    2. A firm, in which a director, manager, or his relative is a partner;

    3. A private company in which a director or manager or his relative is a member or director;

    4. A public company in which a director or manager is a director AND holds along with his relatives, more than two percent of its paid-up share capital;

    5. Any Body Corporate whose Board of Directors, managing director, or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager.

    (b) Any person on whose advice, directions, or instructions a director or manager is accustomed to act.
    Note: nothing contained in clauses (a) and (b)  shall apply to the advice, directions or instructions given in a professional capacity.

    6. Holding, subsidiary, or an associate company of such a company.

    7. Subsidiary of a holding company to which it is also a subsidiary.

    8. Investing company or the venturer of the company.

    Explanation—” investing company or the venturer of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate

    Note: Term relative in relation to a person means and includes Father, Mother, Son, Son’s wife, Daughter, Daughter’s husband, Brother, Sister, members of a HUF, Husband and wife

    Thanks

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    Section 197 of the companies Act prescribes certain limits and compliance on the remunerations of directors, including the Managing Director, Whole Time Director, and manager. Schedule V provides conditions with regard to appointment and remuneration of Managing director, whole-time Director and manRead more

    Section 197 of the companies Act prescribes certain limits and compliance on the remunerations of directors, including the Managing Director, Whole Time Director, and manager. Schedule V provides conditions with regard to
    appointment and remuneration of Managing director, whole-time
    Director and manager.

    In view of the above, the provisions related to the managerial remuneration are not applicable to all KMPs but they are applicable only to such managerial personnel as mentioned in Section 197 and  Schedule V to the Companies Act, 2013. Therefore, CS and CFO not being managerial personnel as mentioned in Section
    197, hence, the provisions of Section 197 will not apply on them.

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    Yes, a person can be a Managing Director in two companies. As per the third proviso to section 203(3) of the Companies Act, 2013, a company may appoint or employ a person as its MD, if he is the MD or Manager of one and not more than one other company with the consent of all directors present at theRead more

    Yes, a person can be a Managing Director in two companies.

    As per the third proviso to section 203(3) of the Companies Act, 2013, a company may appoint or employ a person as its MD, if he is the MD or Manager of one and not more than one other company with the consent of all directors present at the meeting.

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    In my view, he can be appointed only in one subsidiary company although It's not clear anywhere in the act, but if we see the provision of section 203 (3) of the Companies Act, 2013, which says that a Wholetime KMP of a company shall not hold office in more than one company except in its subsidiaryRead more

    In my view, he can be appointed only in one subsidiary company although It’s not clear anywhere in the act, but if we see the provision of section 203 (3) of the Companies Act, 2013, which says that a Wholetime KMP of a company shall not hold office in more than one company except in its subsidiary company.

    This section strictly restricts a person from holding office in more than one company, while at the same time enables a person to hold office in its subsidiary company, and ideally, he may be appointed in only one subsidiary.

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Ramesh Sharma
Enlightened
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  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    KMPS means a managing director, a whole time director or manager, a chief executive officer, a company secretary, and a Chief Financial officer. It is mandatory for a company to file a return of appointment of a managing director, whole time director or manager, chief executive officer, company secrRead more

    KMPS means a managing director, a whole time director or manager, a chief executive officer, a company secretary, and a Chief Financial officer.

    It is mandatory for a company to file a return of appointment of a managing director, whole time director or manager, chief executive officer, company secretary and Chief Financial officer in Form no. MR.1 as prescribed in Rule 3 of the Companies
    (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
    Further, particulars of appointment of KMP and any change among them are also required to be filed in Form DIR-12.

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    It is the duty of the Company Secretary to attend all Board, Committee and General Meetings as mentioned in section 205 of the Companies Act, 2013 read with Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, Yes, it is mandatory for CS to attendRead more

    It is the duty of the Company Secretary to attend all Board, Committee and General Meetings as mentioned in section 205 of the Companies Act, 2013 read with Rule 10 of the Companies (Appointment and Remuneration of Managerial
    Personnel) Rules, 2014.

    Accordingly, Yes, it is mandatory for CS to attend all the board meetings.

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    A Director shall not be reckoned for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions on such item. For this purpose, a Director shall be interested in a contract or arrangement entered into or propoRead more

    A Director shall not be reckoned for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions on such item.
    For this purpose, a Director shall be interested in a contract or arrangement entered into or proposed to be entered into by the company:
    (a) with the Director himself or his relative; or 42 FAQ’s on the Companies Act, 2013
    (b) with any body corporate, if such Director, or such Director along with other Directors holds more than two percent of the paid-up share capital of that body corporate, or he is a promoter, or manager or chief executive officer of that body
    corporate; or
    (c) with a firm or other entity, if such director or his relative is a partner, owner or member, as the case may be, of that firm or other entity.

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Ramesh Sharma
Enlightened
Asked: In:

  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    Under section u/s 184 (1) and (2) disclosure is required to be given by the directors. Section 184 (1) is a general disclosure requires to be given by all directors to disclose their concern or interest in any company (ies), bodies corporate, firms, or other association of individuals, along with shRead more

    Under section u/s 184 (1) and (2) disclosure is required to be given by the directors.

    Section 184 (1) is a general disclosure requires to be given by all directors to disclose their concern or interest in any company (ies), bodies corporate, firms, or other association of individuals, along with shareholding in the following situation:

    1. At the first Board Meeting in which he participates as a Director post appointment;
    2. At the first Board Meeting held in every financial year;
    3. At the first Board Meeting held after any change in the interest or concern in the disclosures already made earlier

    Disclosure u/s 184 (2) is a specific disclosure given by the director at the meeting of
    the Board in which a contract or arrangement is discussed and entered into/proposed to be entered into with any entity in which such director has an interest in the manner/ to the extent specified therein.

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