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Chief Executive Officer

Vijayamahantesh V. Khannur (Company Secretary) (91 Points)

10 February 2011

In a company board consists like below

Mr. X - Chairman and CEO

Mr. Y - Vice Chairman (non executive)

Mr. Z - Executive Director and CFO.

All the three are promoter directors. In case Mr. X resigns from the Board, who shall act as "acting" CEO of the Company for issue of CEO / CFO certificate under clause 49?

There is no mandatory requirement of having CEO under Companies Act but there is requirement in listing agreement clause 49 to get the annual ceo/cfo certificate.

My query is who, amongst Mr. Y & Mr. Z, shall act as "acting" CEO, till the time company appoints regular CEO.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 10 February 2011

First of all the composition of your board is not in accordance with clause 49 of the listing agreement:-

Where the Chairman of the BOard is a executive director atleast half of the Board should comprise of independent director.

Secondly, you have also to appoint 1 more director, as it is a public company and there must be atleast 3 directors.

You can redesignate any of the whole time director / managing director as CEO. Basicly MD is termed as CEO of the company and finance director as CFO.

There is no need for any acting CEO, when you appoint then this requirement can be fulfilled. Just ensure for the appointment before the annual results get approved in the Board Meeting.