MR-1 — Appointment of MD/WTD/Manager — Notifying the RoC of Senior Managerial Appointments.
Appointing a Managing Director, Whole-Time Director, or Manager requires board and shareholder approval, an MR-1 filing within 60 days, and eligibility and remuneration compliance under Sections 196 and 197. We manage the full appointment process.
Contact UsThe appointment of a Managing Director (MD), Whole-Time Director (WTD), or Manager is a significant corporate governance event governed by Sections 196, 197, and 203 of the Companies Act, 2013. Unlike a regular director appointment — which requires only a board resolution and a DIR-12 filing — a managerial appointment requires board approval followed by shareholder approval (in most cases) and the filing of Form MR-1 with the RoC within 60 days of the appointment. The terms of appointment, including remuneration, must comply with Schedule V of the Act and the applicable limits under Section 197.
The appointed person must meet the eligibility conditions under Section 196(3): they must be an individual (not a body corporate), must not be under 21 or over 70 years of age (with a special resolution allowing appointment above 70), must not be an undischarged insolvent, and must not have been convicted of an offence involving moral turpitude. The terms of appointment — including the duration (maximum 5 years at a time), remuneration structure, and powers — must be set out in a written agreement, a copy of which must be filed with Form MR-2 (approval application) where central government approval is required.
For companies that do not have profits or whose profits are below prescribed limits, remuneration to an MD or WTD is subject to limits under Schedule V, which may require a special resolution or Central Government approval depending on the amount. We assess eligibility, draft the appointment resolution and terms, manage the shareholder approval process, and file MR-1 within the 60-day statutory deadline.
Our MR-1 Services
MR-1 Filing
Filing Form MR-1 with the RoC within 60 days of the MD, WTD, or Manager's appointment or re-appointment.
Board Resolution for Appointment
Preparing the board resolution proposing the appointment subject to shareholder approval.
Shareholder Approval (MGT-14)
Managing the shareholder resolution (ordinary or special) and filing MGT-14 within 30 days of passing.
Eligibility Check (Section 196)
Confirming the appointee meets all eligibility conditions — age, insolvency status, and disqualification check.
Terms of Appointment Drafting
Drafting the written terms of appointment including tenure, powers, duties, and remuneration structure.
Remuneration Compliance Review
Reviewing proposed remuneration against Section 197 limits and Schedule V requirements for the company's profit position.
Central Government Approval (MR-2)
Preparing an MR-2 application for Central Government approval where remuneration exceeds statutory limits.
Re-Appointment Filing
Managing the re-appointment of an existing MD/WTD for a new term, including fresh board and shareholder approval and MR-1 filing.
Our Process
Eligibility & Compliance Assessment
We confirm the appointee's eligibility under Section 196 and assess remuneration compliance against Schedule V and Section 197.
Board Approval
Board resolution proposing the appointment (subject to shareholder approval where required) and terms of appointment prepared.
Shareholder Approval & MGT-14
Ordinary or special resolution passed by shareholders; MGT-14 filed within 30 days of the resolution.
MR-1 Filing
Form MR-1 filed with the RoC within 60 days of the appointment, with all required attachments.
Central Government Filing (if required)
MR-2 application prepared and filed for Central Government approval where remuneration exceeds permissible limits.
Why It Matters
Frequently Asked Questions
Appointing an MD, WTD, or Manager at your company?
We'll verify eligibility, draft the terms of appointment, manage shareholder approval, and file MR-1 within the 60-day statutory deadline.
