MCA has vide amendment dated 3rd January, 2020 to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 allowed private limited companies to appoint whole time company secretary when their paid up share capital exceeds Rs.10 crores. Hitherto the limit was Rs.5 crores.
Also it has mandated a secretarial audit report to be carried pursuant to section 203 of the Companies Act, 2013 to all companies (including private companies) who have borrowings from banks or financial institutions exceeding Rs.100 crores. The threshold limit of Rs.100 crores to be seen from an audited financial statement. So it appears more or less at the year end status.
The circular is available at the MCA site.
Key Managerial Personnel
The Chapter XIII Rules regarding Managerial Personnel and their Remuneration has been released by Central Government yesterday. As per this Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, 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.
Key Managerial Personnel as per Section 203 of the Companies Act, 2013 comprises of
1) managing director or chief executive office or manager or in their absence, a whole time director,
2) company secretary, and
3) chief financial officer.
Private companies have been removed completely from the ambit of appointment of KMP.
Secretarial Audit – Rule 9
Every listed company AND
Every other public company having paid up share capital of Rs.50 crores or more OR turnover of Rs.250 crores or more
shall be required to annex along with its Board Report a Secretarial Audit Report duly given by a Company Secretary in Practice.
Here also private companies have been exempted from the ambit of Secretarial Audit Report.