Last updated: December 21st, 2021 3:56 PM

        MCA eForm MR-1 - Filing Return for Appointment of Managing Director of Company

The managing director of a company can be appointed for a maximum term of five years and re-appointed for an additional term of 5 years, one year before the expiry of the original term. A company must file a return of appointment of a Managing Director with the Ministry of Corporate Affairs within sixty days of the appointment. The filing must be done online using eForm MR-1. The current article briefs the eForm MR-1.

Managing Director

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. A Managing Director is a director who is trusted with substantial powers of management. The managing director is a part of the Board of Directors and a whole-time director committed to certain rights and responsibilities. In case the appointment of a Managing director is done  in accordance with schedule V of the Companies Act, 2013) then a return has to be filed in eForm MR-1 with RoC within 60 days from the date of such appointment For more detail on Managing Director of Company, Click here

Laws Governing the eForm MR-1

The eForm MR-1 is filed according to Section 196, 197, and Schedule V of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

• The provisions of section 196 apply to all the companies whether public or private and no company can appoint at the same time a managing director and a manager.
• While the maximum term of Managing Director/ Whole Time Director & Manager has been fixed for 5 years at a time, it has been provided that no reappointment shall be made earlier than 1 year before the expiry of his term.

As per Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, a company needs to file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty days, with the Registrar in Form No. MR-1 along with the prescribed fee

Purpose of the eForm MR-1

As mentioned above, In case the appointment of managerial personnel is done following schedule V of the Companies Act, 2013) then the company must file a return of appointment of a Managing Director with RoC, within sixty days of the appointment. The filing must be done online using eForm MR-1. The reform MR-1 is reproduced below for reference:

Applicable Fee

The fee details for the Filing Return of Appointment of Managing Director of Company are tabulated here. The form filing fee rates are provided as per the Companies (Registration of Offices and Fees) Rules, 2014

Sl.No	Nominal Share Capital	Fee Applicable
1	Less than Rs.1,00,000	Rs.200
2	Rs.1,00,000 to Rs.4,99,999	Rs.300
3	Rs.5,00,000 to Rs.24,99,999	Rs.400
4	Rs.25,00,000 to Rs.99,99,999	Rs.500
5	Rs.1,00,00,000 or more	Rs.600

Fee for Company not having Share Capital

In case the company does not have a share capital, the fee for Filing the Return of Appointment of the Managing Director of the Company is Rs.200 per document.

Additional Fee Details

Sl.No	Period of Delays	Fee Applicable
1	Up to 30 days	2 times of normal fees
2	More than 30 days and up to 60 days	4 times normal fees
4	More than 60 days and up to 90 days	6 times normal fees
5	More than 90 days and up to 180 days	10 times of normal fees
6	More than 180 days	12 times of normal fees

Documents Required

Documents required for Filing Return of Appointment of Managing Director of Company using eForm MR-1 is listed as follows:

• A certified true copy of Board Resolution
• A certified true copy of shareholder’s resolution along with explanatory statement is mandatory in case passed for such appointment
• Copy of central government approval is mandatory in case the appointee is convicted or detained as per Schedule V.
• Copy of letter of consent to act as a managing director, whole-time director, or manager
• Copy of certificate by the Nomination and Remuneration Committee of the company, if any

Procedure for Filing of eForm MR-1

The following steps can be used for filing the eForm MR-1 on Ministry of Corporate Affairs portal. The applicant needs to access the official website of the Ministry of Corporate Affairs to file eForm MR-1. By login into the portal, the applicant can upload the e-form MR-1.  

Provide Details of the Company

Instructions to fill the details in eForm MR-1 is explained in detail below:

• Enter the valid corporate identity number (CIN) of the company
• Furnish the Director Identification Number (DIN) in case the designation is a whole-time director or managing director and income-tax permanent account number (PAN) in the case of a manager.
• Enter the full name of the person who is being appointed.
• The details of remuneration including salary, perquisites, and others either per month or per annum to be entered.
• Enter a valid SRN of eForm MGT-14 filed for a special resolution authorizing an appointment where the age of the appointee is more than seventy years of age.

Details of Manager

• Provide the details of Tenure of appointment of Manager:
• From’ date should be the effective date of appointment of the appointee which shall be equal to or greater than the date of passing board resolution
• If the age of the appointee is more than 70 years, then enter the date of passing of a special resolution by the shareholders authorizing the appointment.
• Enter a valid SRN of eForm MGT-14 filed for a special resolution authorizing an appointment where the age of the appointee is more than seventy years of age.
• If the appointee had been convicted or detained under any of the acts mentioned in Part I of Schedule V, then enter the date of obtaining the central government’s approval for the same
• If the approval for such appointment has been obtained from the members in general meeting, specify the date of passing such special resolution.
• Enter a valid SRN of eForm MGT-14 filed for registration of agreement or special resolution passed authorizing such appointment

Digitally Sign the eForm MR-1

Enter the serial number and date of the resolution of a meeting of the board of directors of the company authorizing the signatory to sign, give declaration and submit this eForm. Select any one of the options from the drop-down values for declaration and digitally sign the eForm MR-1.

• In case the person digitally signing the eForm MR-1 is a Director, an approved DIN needs to be provided.
• In case the person digitally signing the eForm MR-1 is Manager/
• Chief Executive Officer (CEO) or Chief Financial Officer (CFO), enter approved DIN or valid income-tax PAN.
• Membership number need to be filed, in case the person digitally signing the eForm MR-1 is Company Secretary

The eForm should be certified by a chartered accountant (in whole-time practice) or cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the eForm.

Attach Document

• By clicking on the attach button, the required document can be uploaded, and click on the pay the payment button for making fee.

SRN Generation

On successful submission of the eForm MR-1, SRN will be generated and the form will be approved.

Challan Generation

On successful submission of the eForm MR-1, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgment to the user that the eForm has been filed.

Get Acknowledgement

When an eForm is completely processed by the authority concerned, an acknowledgment of the same with related documents an acknowledgment will be sent to the official mail of the company.