AI Overview...
Section 21 of the Companies Act, 2013 and Key Personnel
Main points and insights:
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Definition and Scope of Key Managerial Personnel (KMP):
Section 2(60) of the Companies Act, 2013, defines an officer in default, including categories such as whole-time directors, but explicitly excludes non-promoter/non-whole-time directors from this definition unless they hold specific positions (e.g., officer in default).
(INDDEL00000067140) -
Significance of Section 21:
Section 21 permits contracts or documents made on behalf of a company to be signed by a Key Managerial Personnel or other authorized persons. It clarifies that the mere signing by such personnel does not render contractual clauses redundant, emphasizing the importance of proper authorization and compliance.
(01400037232) -
Role of Key Personnel in Legal Proceedings:
Cases highlight that individuals claiming to represent a company must establish their status as KMP or officers in default under Section 21 to maintain legal actions or claims. For instance, Sadanand Goud, claiming to be a volunteer under Section 21, was found not to be a key managerial personnel or officer, affecting his standing in legal proceedings.
(INDKAR00000118539) -
Legal Implications of Non-Compliance:
The appointment of key personnel, such as Company Secretaries under Sections 203 and 469, is mandatory for certain companies. Non-compliance can lead to legal penalties and dismissal of writ petitions, underscoring the importance of proper designation of key personnel.
(INDNCLT00000000689), (INDKER00000050980) -
Relation to Contract and Corporate Governance:
Section 21's provisions are often invoked in the context of contracts, corporate governance, and legal responsibilities, ensuring that only authorized personnel act on behalf of a company. This aligns with the statutory framework governing company operations and accountability.
(04200004899)
Analysis and Conclusion:
Section 21 of the Companies Act, 2013, primarily deals with the authority to sign documents and contracts on behalf of a company, emphasizing the role of Key Managerial Personnel and officers in default. It clarifies that signing authority does not diminish the importance of proper authorization and compliance with statutory requirements. The section plays a crucial role in legal proceedings, contractual validity, and corporate governance, with specific provisions and definitions ensuring that only duly authorized personnel can act on behalf of the company. Proper identification and appointment of KMP are vital for legal compliance and effective corporate functioning.
References:
- (01400037232): Clarifies that Section 21 permits signing by authorized personnel but does not make contractual clauses redundant.
- (02500117710): Discusses the role of Section 21 in legal actions and the importance of proper KMP identification.
- (INDDEL00000067140): Defines officers in default and the scope of KMP under Section 2(60).
- (INDKAR00000118539): Highlights the importance of establishing KMP status for legal standing.
- (INDNCLT00000000689): Emphasizes mandatory appointment of key personnel under Sections 203 and 469.
- (04200004899): Connects Section 21 to contract law and corporate governance.
Search Results for "Section 21 of the Companies Act and Key Personnel"
2025 0 Supreme(Gau) 1296 • India - IN THE HIGH COURT OF GAUHATI, ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH
MICHAEL ZOTHANKHUMA
(A) Companies Act, 2013 - Section 21 - Tender documents - Bid Evaluation Committee declared petitioner's bid non-responsive for failure ... not mean that Section 21 of the COMPANIES ACT makes Clause 3.4 redundant. ... Just because Section 21 of the COMPANIES ACT , 2013 provides that a document or contracts made by or on behalf of a company, may be signed by a Key#H....
2023 0 Supreme(All) 2843 • India - Allahabad
RAJAN ROY
(A) Provincial Small Cause Courts Act, 1887 - Section 25 - Relationship of tenant and landlord - Validity of notice - Default in ... Learned Senior Counsel referred to Section 2 (51) and (59) of the Companies Act to contend that Mr. Vivek Jain was not a key managerial personnel nor an Officer of the Company, therefore, he could not maintain the suit. ... Section 21 of the COMPANIES ACT , 2013 dea....
2020 0 Supreme(Telangana) 1 • India - Telangana
T.AMARNATH GOUD
Civil Procedure Code, 1908 - Order VII Rule 11 - Companies Act, 1956 - Section 46 - Companies Act, 2013 ... - Section 465 and 21 - Limited Liability Partnership Act, 2008 - Section 67 - Indian Contract Act, 1872 - Section 10 - Dismissal ... performance of agreement of sale based on alleged oral agreement that as respondent/plaintiff as well as petitioners/defendants are companies....
2024 Supreme(Online)(DEL) 13820 • India - High Court of Delhi
Exemption - Application under Section 151 of Code of Civil Procedure, 1908 - Permission to file lengthy list of dates - Willful ... (d) As regard a non-promoter / non-whole time director, it should be kept in mind that Section 2(60) of the Companies Act, 2013 defines an officer who is in default to mean only the following categories of directors: (i) whole-time director The Order ... is downloaded from the DHC Server on 09/03/2024 at 20:59:21 (ii) where there is....
• India - Current Civil Cases
T.AMARNATH GOUD
(Paras 13, 14 and 15) (B) Indian Contract Act, 1872 – Section 10 – Companies Act, 2013 – Section 21 – Contract ... (A) Civil Procedure Code, 1908 – Order VII Rule 11 (a) read with Section 151 – Rejection of plaint – Suit ... – Normally, when two companies wanted to enter into an agreement for sale and purchase of land, they must enter into a written agreement ... Sections 21 and 465 of the Companies#HL_E....
2021 0 Supreme(Mad) 3002 • India - Madras
M.DHANDAPANI
Companies Act, 2013 - Chapter XXVII - Section 2(51), 71(10), 241, 242, 242 (k), 149 (12), 212, 447 – Indian ... of Depositors (in Financial Establishments) Act, 1997 - Section 2(3) - Criminal Original Petition – Criminal Conspiracy - National ... Penal Code, 1860 - Section 417, 420 r/w 120-B – Constitution of India, 1950 - Article 226 - Tamil Nadu Protection of Investment ... It is the further submission of the learned senior counsel for A-7 that non Executive Director would not fall w....
2025 Supreme(Online)(NCLT) 141 • India - National Company Law Tribunal
ANIL RAJ CHELLAN, K. R. SAJI KUMAR, JJ
(A) Companies Act, 2013 - Sections 230-232 - Application for approval of a Scheme of Amalgamation of Alps Hospital Limited with Max ... Whole-time Company Secretary as Key Managerial personnel (KMP). ... However, it is not disclosed as per AS 18 as it made thus attract a violation of AS 18 read with section 129 and 143 of the Companies Act to 2013Yes, the undertaking is given to that effect. Related party include associates, joint ventures, #HL_START....
• India - Karnataka
Sadanand Goud, who claims to be its volunteer under Section 21 of the Companies Act. ... Sadanand Goud is not its officer, director key managerial personnel or an employee nor holding any key 241 of the Companies Act 2013 to seek reliefs for the Companies Act, 2013.
2023 0 Supreme(Del) 515 • India - Delhi
ANUP JAIRAM BHAMBHANI
Whether the petitioner was a key managerial personnel and had control over the financial affairs of ESL. 2. ... The court held that the petitioner was not a key managerial personnel and did not have control over the financial affairs of ESL. ... Finding of the Court: The court held that the petitioner was not a key managerial personnel and did not have control ... The criminal complaint alleges offences under sections 420/120B of the Penal Code, 1860 (‘IPC’ for shor....
2021 Supreme(Online)(KER) 35740 • India - High Court of Kerala
N. NAGARESH, J
Compliance - Company Secretary Appointment - Companies Act 2013 Sections 203, 469 - The court analyzed provisions of the Companies ... Act, relating to mandatory appointment of Company Secretaries for companies with paid-up capital over ₹5 Crores. ... Final Decision: Writ petitions dismissed, allowing respondents to proceed against petitioners for violating Section 203. ... Section 203(5) of the Companies Act prov....
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