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Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - New Companies Act

CS Swati D Rawat
Appointment of Company Secretary: mid sized public companies not covered by KMP rule must appoint a whole time company secretary. Rule 8 requires listed companies and public companies above a higher paid up capital threshold to have whole time Key Managerial Personnel, including a company secretary. Rule 8A imposes that companies not covered by Rule 8 but meeting a lower paid up capital threshold must have a whole time company secretary. Consequently, an unlisted public company that meets the lower threshold but not the higher one must appoint a whole time company secretary, while other KMPs are not compulsory. (AI Summary)

FULL DETAIL OF RULE 8 and new Rule 8A -

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014...
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Text of rule 8

Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel [KMP – defined in section 2(51) includes MD, CEO, MGR, CS, WTD, CFO….].
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Text of rule 8A

After rule 8, the following rule shall be inserted, namely: -  
Rule 8A - Appointment of Company Secretaries IN COMPANIES not covered under rule 8.
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A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.” 
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NOW, THE INTERPRETATION -
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New Rule 8A is applicable to all those companies (public companies as well as private companies) which are not covered in existing Rule 8.

Existing Rule 8 covers – 
(i) listed public companies, and 
(ii) unlisted public companies having paid up capital of Rs. 10 crores or more).
.
As per simple literal interpretation of new Rule 8A - An unlisted public company having paid up capital of Rs. 5 crores or more but less than 10 crores is not covered in Rule 8, and therefore such public company is also covered in Rule 8A, and hence it has to appoint whole time CS, though other KMPs are not required.
.
HENCE PROVED. that an unlisted public company having paid up capital of 5 crores or more but less than 10 crores has to appoint CS; though other KMPs are not mandatory....

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