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The Key managerial personnel (KMP) are central to a companyu2019s efficiency, compliance, and financial health. The Companies Act, 2013 promotes transparent governance through structured appointments, defined board roles, and regulated remuneration. Evolving procedures, like the 2023 MR-1 changes, reflect an increasing emphasis on strong internal controls. While KMPs execute the boardu2019s vision, the board must ensure their adherence to legal and ethical standards. As statutory officers, KMPs go beyond operational duties to drive compliance, risk management, and sustainable growth.
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Procedure of Appointment of KMP Under Companies Act, 2013 In corporate governance, KMPs are the executives who implement the board’s vision and ensure regulatory compliance. Under the Companies Act, 2013, their appointment is central to accountability, efficiency, and sustained growth. Board Resolution Formally Appoints- The KMP, detailing terms such as remuneration, tenure (not exceeding five years for MD/WTD/Manager), functions, and re-appointment conditions. Conditions for Appointment (Section 203(3))-KMPs can't hold full-time roles in multiple companies (except subsidiaries), may be directors with Board nod, and MD/CEO and Chairperson roles must be separate unless AoA or law permits. Filling of Casual Vacancy (Section 203(4))-Any vacancy in whole-time KMP must be filled by the Board within six months to ensure continuity and leadership stability. Statutory Filings (Form MR-1, DIR-12, MGT-14)- Companies must file MR-1 (within 60 days), DIR-12, and MGT-14 (if special resolutions apply) with the ROC upon appointing KMPs. Recent Amendments and Discussions-The 2023 amendment simplified MR-1/MR-2 filings, while growing focus on board effectiveness, SEBI’s push for performance-linked KMP pay, and tech adoption are driving transparent and efficient governance. At SKMC Global assists businesses in navigating KMP appointments by ensuring legal compliance, drafting resolutions, and handling ROC filings. Their expert advisory supports effective governance and strategic leadership placement. +91 989-125-5499 www.skmcglobal.com info@skmcglobal.com