Provisions relating to MD / WTD as per companies act, 2013

DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 1 PROVISIONS RELATING TO MD/ WTD AS PER COMPANIES ACT, 2013 APPLICABLE PROVISIONS- MANAGERIAL PERSONNEL: SECTIONS INVOLVED: Section 152(2): Save as otherwise expressly provided in this Act, E very Director Every Director Every Director Every Directorshall be appointed by the company in general meeting. Section 170(2) A return containing such particulars and documents as may be prescribed, of thedirectors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within 30 days of any change taking place. Section 117(3)(c) A copy of resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointme nt, of a Managing Director Managing DirectorManaging Director Managing Director shall be filed with the Registrar within thirty days of the passin g or making thereof. Section 161(1): The articles of a company may confer on its Board o f Directors the power to appoint any person, other than a person who fails t o get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which th e annual general meeting should have been held, whichever is earlier Section 196: No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time Section 197: Overall Maximum Remuneration and Managerial Remune ration. EARLIER WAS SECTION 197A, 267, 311, 317, 384, 385, 3 88 OF THE COMPANIES ACT, 1956 RULES INVOLVED: Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 Rules 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014- Register of directors and key managerial personnel Series- 121 DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 2 Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014- Return containing the particulars of directors and the key managerial personnel Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014- Consent to act as director. CIRCULARS INVOLVED: Notification No. G.S.R. 464(E) dated 5th June 2015 FORMS INVOLVED: DIR- 12 - Particulars of appointment of Directors and the key managerial personnel and the changes among them. MR-1 - Return of appointment of MD/WTD/Manager. MGT– 14 - Filing of Resolutions and agreements to the Registr ar DIR- 11 – Filing of resignation with ROC by the Director. NON APPLICABILITY: Government Company:As per NOTIFICATION NO. GSR 463(E)[F.NO.1/2/2014-CL- V], DATED 5-6-2015 : Section 196 Sub Section 2, 4 & 5 Not applicable on Government Company. Section 197 not applicable on Government Company. Private Company: As per NOTIFICATION NO. GSR 464(E) [F.NO.1/1/2014-C L-V], DATED 5-6-2015 Section 196 Sub Section 4 & 5 Not applicable on Pri vate Company. Section 197 not applicable on Private Company (Lite ral Interpretation). DEFINITION: Managing Director: - As per Section 2 clause 54 of Companies Act, 2013 A director who, by virtue of the articles of a comp any or anagreement with the company or a resolution passed in its general meeting, or by i ts Boardof Directors, is entrusted with substantial powers of management of the affairs of thecompany and includes a director occupying the position of managing director, by wha tevername called. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 3 MD means a Director . As a MD or WTD must also be a director, theBoard can appoint to the office of MD/WTD only a person who is already a dir ector . Situation: Situation: Situation: Situation: If, for any reason such as the need of possessing professional or technical qualification, an outsider has to be appointed, the course to be followed is first to get him appointed as director either by the Board itself as an additional director under section 161 or by the Company in general meeting u/s 152 for such period as the company may determine. Manager:- As per Section 2 clause 53 of Companies Act, 2013 An individual who, subject to the superintendence, control and directionof the Board of Directors, has the management of the whole, or subs tantially the whole,of the affairs of a company, and includes a director or any other perso n occupying the position of a manager, by whatever name called, whether under a contract o f service or not. Whole-Time Director: - As per Section 2 clause 54 of Companies Act, 2013 A director in the whole-time employment of the comp any. In other words, a director employed to devote the whole of his time and attent ion in the carrying on of the affairs of the Company. Whether a WTD can be director in other Companies: That is to say he cannot also be an employee of ano ther Company or elsewhere, or be engaged in any other business pursuit, though he may be an ordinary director of one or more other Companies also. Executive Director: - Companies (Specification of definitions details) Ru les, 2014, 2(K)Executive Director means a Whole Time Director as defined in clause (94) of section 2 of the Act. PURPOSE OF FILING OF FORMS: MGT-14: This form required to file within 30 days of passin g of resolution and required to file for below mentioned purposes for All The Companiesincluding Private Limited Company {Section 117(3)(c)}. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 4  Appointment of Managing Director  Re-appointment of Managing Director  Renewal of Appointment of Managing Director  Variation of the Term of Appointment of Managing Di rector MR-1: This form is required to be filed within 60 days of appointment of Managerial Personnel and required to file for the Company OTHER THAN Private Company and Government Company. DIR-12:- This form is required to be filed within 30 days of passing of resolution and required to file for the company OTHER THAN Government Company in which the entire paid up share capital is held by the Central Govern ment, or by any State Government or Governments or by the Central Government and one or more State Governments RESOLUTION REQUIREMENT: For appointment or reappointment of Managerial Pers onnel (MD/WTD/Manager) following resolution required to be filed in case o f; PRIVATE COMPANY :