Appointment of ceo as kmp when there is already a md

 

 

Need one academic clarification on KMP under New Companies Act, 2013

 

Our is a unlisted public Limited Company with more than 10 crs paid up capital.

 

We already have Managing Director. Now We also want to appoint one of our top management person as CEO to be appointed by Board as KMP though we already have MD.

 

Section 196 of New CA 2013 provides that, No Company shall appoint or employ at the same time a Managing Director and a manager.

 

Again Section 203 provides that, A Company must have MD/CEO/Manager.

 

Clarification sought:

 

In view of the both Sections 196 & 203 of  New Companies Act, 2013;

 

     1. can we appoint another CEO by Board when there is already a MD in the context of Section 196 as for CEO and manager appointed by Board there will be same compliance and both need not be director to become CEO or Manager.

 

2. Further SInce CEO proposed is not a Director and there is no specific mention of restriction for appointment of CEO when there is MD unlike Manager in the Act, can we appoint CEO by Board as KMP.

 

An early reply on the above shall be highly appreciated. 

 

Thanks in advance

With Best Regards

Lalit