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AMENDMENT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNAL) RULES, 2014

ln exercise of the powers conferred by sub-section (1) of section 203 (Appointment of Key Managerial Personnal) of the companics Act, 2Ol3 (18 of 2013) read with section 469 (Power of Central Government to make rules) of the said Act, the central Government hereby makes the following rules further to amend the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2O14, namely:-


1. These rules may be called the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020.


2. They shall be applicable in respect of financial years commencing on or after 1"t April, 2020.


3. ln the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2O14 (herein after referred to as said rules), for rule 8A, the following shall be substituted as under:-


"8A. Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary."


(PREVIOUS: 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.

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 )


4. In the said rules, in rule 9 of the said rules,


in sub-rule (1), (i) after clause (b), at the end the word "or" shall be inserted.


(ii) after clause (b), A clause shall be inserted:-


Rule 9: Secretarial Audit Report.

(1) For the purposes of sub-section (1) of section 204, the other class of companies shall be as under-


(a) Every public company having a paid-up share capital of fifty crore rupees or more; or


(b) Every public company having a turnover of two hundred fifty crore rupees or more; [or]


[(c)  every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.]


(2) The format of the Secretarial Audit Report shall be in Form No. MR.3.


5. The following explanation shall be inserted, namely:-


[Explanation :- For the purposes of this sub-rule, it is hereby clarified that the paid up share capital, turnover, or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account.]


Source: http://www.mca.gov.in/Ministry/pdf/AmdtRules_06012020.pdf

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