Authentication of Documents, Proceedings & Contracts and KMP Definitions (Section 21 & 2(51))

# Authentication of Documents (Section 21) + Key Definitions

## Authentication Rule (Section 21)

Any document, proceeding, or contract on behalf of the company may be signed by:

• A Key Managerial Personnel (KMP), OR
• An officer or employee authorized by the Board

For IFSC public/private companies: The term 'officer' is widened to include 'officer or any other person'.

## Definition of KMP [Section 2(51)]

KMP includes:

1. CEO, MD, or Manager

2. Company Secretary

3. Whole-Time Director (WTD)

4. CFO

5. Officers one level below directors in whole-time employment and designated by the Board as KMP

6. Any other officer prescribed

### Quick Notes on Key Roles

## Definition of Managing Director

• A director entrusted with substantial management powers by AOA, agreement, or Board resolution
• Excluded from substantial powers: routine administrative powers like affixing seal, endorsing cheques
• Only a director can become an MD — non-directors cannot be MD

## Definition of Officer

Includes:

1. Director, Manager, KMP

2. Any person on whose instructions the Board or directors habitually act (but NOT a person acting in professional capacity, e.g., lawyer/auditor)

## Officer in Default — Who Is Liable?

'Officer in default' = person liable for penalties/imprisonment/fines under the Act. Includes:

## Authority Map

```

Document needing authentication

↓

Signed by KMP OR Board-authorized officer/employee

↓

Legally binding on company

```