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Is it compulsory for Company Secretary to attend all Board, Committee and General Meetings?
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.
See lessIs it mandatory to file the return of appointment of KMPs appointed in terms of Section 203?
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
See less(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.
Can the KMP of holding company be appointed in only one subsidiary or in all subsidiaries of holding company at the same time?
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.
See lessCan a person be Managing Director in two companies?
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.
See lessWhether provisions related to the Managerial Remuneration are applicable on all KMPs?
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
See less197, hence, the provisions of Section 197 will not apply on them.
What is the meaning of related party?
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
See lessIn terms of provision of section 203 of Companies Act, 2013, whether an individual can be appointed as CFO as well as company secretary of a company?
Hi, It's a very interesting question and I was waiting for it. Lots of companies are appointing a CFO cum Company secretary to save costs. Following provision will help to understand the context of the question: As per section 203, prescribed class of companies shall have the following whole-time kRead more
Hi,
It’s a very interesting question and I was waiting for it. Lots of companies are appointing a CFO cum Company secretary to save costs. Following provision will help to understand the context of the question:
As per section 203, prescribed class of companies shall have the following whole-time key managerial personnel
(i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;
(ii) company secretary; and
(iii) Chief Financial Officer
Here, the term used is ‘whole-time’ and therefore, three different individuals are required to hold these three key positions.
Further, as per Regulation 78 of Table F,
‘a provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer’.
Hence, with the above provision of the act, it is crystal clear that a CFO can not be appointed as company secretary of the company.
See less