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Provision for appt and remuneration of ceo

Shilpa (Company Secretary) (234 Points)

23 February 2015

Please can anyone provide me the procedure for appointment and remuneration of CEO.

Regards

Shilpa

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5 Replies

CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 23 February 2015

1. Obtain consent of appointee to act as CEO

2. Pass a resolution of the Board containing the terms and conditions of the appointment of CEO including the remuneration

3. File copy of resolution in MGT-14. File DIR -12 within 30days of appointment.

4. File MR-1 within 60 days of appointment (The form MR 1 need not be filed if the company is not required to appoint KMP under the Act)

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Shilpa (Company Secretary) (234 Points)
Replied 23 February 2015

Thanks, but I want to know in my case the provision of Sec 203 (Appt of KMP) is not applicable but if Company wants to give the designation of CEO, then I think even then Company needs to follow the Prov of section 203.

Regards

Shilpa

CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 23 February 2015

Yes shilpa,

You have to comply with the provisons of Section 203. Except filing of MR-1.

Further you should check AOA of the company for relevant clause (if any)

Shilpa (Company Secretary) (234 Points)
Replied 23 February 2015

I am not clear about not filing of Form MR-1 since in Rule 3 of the Companies (A&R of MP) Rules it is written that

Rule 3 : Filing of return of appointment.-

A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty days of the appointment, with the Registrar in Form No. MR.1 along with such fee as may be specified for this purpose.

So pls help in interpreting that MR-1 is not require to be file by the Company.

Regards

Shilpa

CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 23 February 2015

My view is there is no requirement of a KMP in case of Private limited companies. The Heading of the MR-1 form states about the appointment of KMP.

The form MR 1 need not be filed in your case as the company is not required to appoint KMP under the Act.

Appointment of CEO in private Companies are mere designation only and they cannot be included for the purpose of coverage and filing MR1 is not required.