Query- kmp and inde director

I have following (03) queries for your kind advise.

1. Independent Directors in Unlisted Public Limited Company

We already have 6 independent Directors in our Company who were appointed as per Old Companies Act 1956 and it’s also CA 2013 compliant including clause 49.

Query:

• Should we now require to appoint IDs afresh as per Companies Act 2013

• If yes, Should we require to appoint IDs in Board meeting or in general meeting. Is it ok if we intimate to Board in line with CA Act 2013 for record.

• Should we also require to file DIR 12 with MCA for these reappointment if required fresh appointment or it can be like Directors retire by rotation where there is no requirement of intimating to ROC.

1. KMP o/s 203

1. MD/ CEO:

We already have MD Board appointed under old Act 1956 .  Now company wants to appoint CEO appointed by Board.

- Is  CA 2013 violated by taking Mr. X as Board appointed CEO when MD is already there?

- Can we have Board appointed CEO and MD at a time.

- whether CEO comes under managerial personnel or only KMP.

-  Can we have both MD and CEO as KMP same time.

1. KMP Compliance for MD and CS.

• Our Company already has both MD and CEO and form 32 is already filed under old act at the time of appointment . As per Sec 203 of CA 2013, Company to appoint KMP such as MD, CFO, CS.

Clarification required:

• Is it required to appoint MD and CS as KMP again in Board when they are already appointed in old Act as MD and CS at the appointment time

• Is it also required to file DIR 12 (intimation of KMP) again for both MD and CS.

With Best Regards

Lalit Mohanty