Key managerial person

This query is : Resolved

CA SANGEETA SINGHAL (Querist)
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11 April 2014 A listed company with paid up capital of Rs. 14 crores has Managing Director. It also has ED whole time Director. Earlier ED had been signing all those papers which required CFO to sign the same although there was no Board Resolution to name him as CFO.

My questions are:
1. Can ED- WTD can be appointed as CFO also to fulfill the requirement of KMP as per the new Companies Act, 2013?
2. If yes, only Board Resolution is suffiecient or we need to convene an EGM or can be taken up subsequently at the time of AGM in September,14?

CA SANGEETA SINGHAL

CA SANGEETA SINGHAL (Querist)
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05 May 2014
Securities and Exchange Board of India has issued a Circular no. CIR/CFD/POLICY CELL /2/2014 dated April 17, 2014 regarding the Corporate Governance in listed entities –Amendments to Clauses 35B and 49 of the Equity Listing Agreement.

Page 27 of said SEBI CIrcular has attempetd to define CFO as "the whole-time Finance Director or any other person heading the finance function discharging that function".
Hence, my query is resolved as follows:
1. Yes, WTD can be appointed as CFO if he handles the Finance function as well.
2. KMP can be appointed in Board Meeting

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