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Designating md as kmp

komal (Assistant Manager- Legal) (25 Points)

12 May 2016

Hi,

Can anyone please provide me with the board resolution for designating MD as KMP as he is already an MD as on April 1, 2014.

Also, are we required to pass any general meeting resolution in this regard and i would like to know what are the related filings with ROC.

Regards,

Komal

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5 Replies

Mandar (Associate) (561 Points)
Replied 12 May 2016

Hold the Board Meeting: At the Board meeting pass a resolution for appointment of Key Managerial Personnel. Such Board Resolution must be subject to approval of Shareholder. Get the Approval of Shareholder for such Appointment in subsequent General Meeting. File FORM NO. MGT-14(Filing of Resolutions to the Registrar under section 179(3) Rule 8(2) and Section 117(3) (c) ) with the Registrar along with the requisite filing within 30 days of passing the Board resolution, along with given documents:- Certified True Copies of the Board Resolutions; Appointment agreement of KMP II) File FORM NO. DIR-12:- (Filing of particulars of appointment to the Registrar under section 15 Rule 8) with the Registrar along with the requisite filing within 30 days of passing the Board resolution, along with given documents:- Appointment LetterDIR-2 “Consent of Director ”DIR-8 “Non Disqualification of Director” Directorship in other Companies III) File FORM NO. MR-1:- (Filing of Return of Appointment to the Registrar under section 196 Rule 3) with the Registrar along with the requisite filing within 60 days of passing the Board resolution, along with given documents:- Certified true copy of Board Resolution Copy of letter of consent to act as a managing director, whole time director, or manager

komal (Assistant Manager- Legal) (25 Points)
Replied 13 May 2016

Thanks for the response Mandar.

But the procedure that you have shared is of "APPOINTMENT". I would like to know do we have to follow the same procedure for "DESIGNATING MD AS KMP".? If yes, i shall require the Board Resolutions too.

Thanks

Komal

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 17 May 2016

MD is always a KMP by designation [Ref. Sec.2(51)]. You can complete the formalities for his reappointment under the new Act on the expiry of his existing tenure.

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 17 May 2016

MD is always a KMP by designation [Ref. Sec.2(51)]. You can complete the formalities for his reappointment under the new Act on the expiry of his existing tenure.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 17 May 2016

For the existing KMPs there is not need to pass any resolution or file any form. Because resolution or form is required to be filed only incase of appointment or change. There is no need to file any document to the ROC only for sake of information. YOu need to comply the Companies Act and there is no requiremeny to pass any resolution or file any form for existing KMPs.....

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