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

[CS Swati Dodhi]

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).
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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.
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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....