Key Managerial Personnel

 KMP Means:  Chief Executive Officer or the Managing director or the Manager;  Company secretary;  Whole-time director;  Chief Financial Officer; and  Such other officer as may be prescribed

 Every listed company and  Every other public company:  having a paid-up share capital of Rs. 10 Crores or more shall have whole-time key managerial personnel

 M.D or CEO or Manager And in their absence a whole time director.  Company Secretary and  Chief Financial Officer

 By a Board Resolution containing terms and conditions of appointment including remuneration.

 Not more than One company except the subsidiary of same company.  KMP can act as director in other company only with the permission of board.  Board can appoint a person as M. D, if he is already M.D or manager in other company, by a board resolution with consent of all directors present at the meeting.  Specific notice is compulsorily to be given to all directors for such appointment.

 Board should fill the vacancy within a period of 6 months from the date of such vacanc y.

 An explanatory statement annexed u/s 102 to notice, should specify:-  1) the nature of concern or interest, financial or otherwise of:- - every director and the manager, if any, and their relatives. - every other key managerial personnel and their relatives.  2) Where any item of special business to be transacted at a meeting, relates/affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, and of every other KMP is more than 2% of paid up share capital of company, shall also be set out in statement.

 Related party includes a key managerial personnel and his relative.  Every director or KMP shall, within a period of 30days of his appointment/ relinquishment of his office, shall disclose his Interest in other associations.

 Company shall not appoint M.D/ Manager at the same time.  Time period:-  Managing Director, Whole time Director or manager can be appointed/reappointed only for a period of 5 years at a time and reappointment is to be made in 5 th year.

 Age should be 21 or more and not more than 70.  A Special resolution is compulsory if age is more than 70.  At any time suspended payment to his creditors.  Convicted by a court of an offence and sentenced for a period of more than 6 months.

 Every M.D/ W.T.D/ Manager appointment shall be shall be approved by Board of Directors along with the terms & Conditions and remuneration payable to them.  Appointment made by the Board shall be subject to approval by members and by central government if appointment is at variance.