MR-1 — Appointment of MD, WTD, or Manager

Q: What is the difference between a Managing Director, Whole-Time Director, and Manager?

MD: director with substantial management powers. WTD: director in whole-time employment of the company. Manager: person managing substantially the whole affairs but not necessarily a director. All three are managerial personnel requiring MR-1 within 60 days.

Q: Is shareholder approval required for appointing a Managing Director?

Yes. Board makes the appointment; shareholders ratify at the next general meeting. Shareholder resolution must be filed in MGT-14 within 30 days. Without shareholder approval, the appointment is incomplete.

Q: What is Schedule V and when does it apply?

Schedule V prescribes maximum remuneration limits for MD/WTD/Manager in companies with inadequate or no profits (computed under Section 198). Where remuneration is proposed above Schedule V limits, prior Central Government approval is required.

Q: What information is disclosed in Form MR-1?

Name and DIN, nature of appointment, date and tenure, remuneration details (salary/commission/perquisites), other company positions, board and shareholder resolution details, and Schedule V applicability. MR-1 is a public document on MCA.

Q: What is the penalty for not filing MR-1 within 60 days?

Additional fees of ₹100 per day. Company and officers also liable to ₹10,000 penalty plus ₹1,000 per day of continuing default under Section 203(5). The appointment remains valid but the MCA notification is late.

File Form MR-1 Within 60 Days of Appointing a Managing Director, Whole-Time Director, or Manager Under the Companies Act, 2013

Form MR-1 is filed with the Registrar of Companies within 60 days of the appointment or reappointment of a Managing Director (MD), Whole-Time Director (WTD), or Manager in a company. It captures the details of the appointee, the terms and conditions of appointment, the remuneration payable, and the board and shareholder resolutions authorising the appointment — making it the formal notification to MCA of key management appointments.

The appointment of a Managing Director is one of the most significant corporate decisions a company can make — MR-1 ensures that appointment is correctly documented and publicly disclosed on MCA. Where remuneration exceeds the limits under Schedule V for companies with inadequate profits, Central Government approval through the MCA may also be required before MR-1 is filed. This connects with our incorporation and change overview and change management services.

Our MR-1 Filing Services

Appointment Documentation

Drafting the letter of appointment, terms and conditions document, and the appointee's written consent — required before the board meeting at which the appointment is made.

Board Resolution Drafting

Preparing the board resolution for appointment of the MD/WTD/Manager including all terms, remuneration details, and relevant provisions of Schedule V (where applicable).

Shareholder Resolution (MGT-14)

Drafting the shareholder resolution for appointment in general meeting (required for MD appointment) and filing Form MGT-14 within 30 days of the resolution being passed.

Schedule V Compliance Analysis

Analysing whether the proposed remuneration falls within the limits permitted by Schedule V of the Companies Act — and advising on Central Government approval if remuneration exceeds those limits.

MR-1 Form Filing

Preparing and filing Form MR-1 with the ROC within 60 days of appointment — with all required attachments including the appointment agreement, resolutions, and remuneration details.

Reappointment & Extension

Managing the MR-1 filing for reappointment of an existing MD/WTD/Manager at the end of their tenure — including fresh resolution, revised terms, and updated MCA registration.

Key Facts About MD/WTD/Manager Appointments

MR-1 must be filed within 60 days of appointment — late filing attracts ₹100 per day additional fee
An MD/WTD must be a director of the company — a Manager need not be
An MD or WTD can serve for a maximum term of 5 years at a time — reappointable thereafter
Remuneration of MD/WTD is governed by Schedule V of the Companies Act for companies with inadequate profits
Shareholder approval in general meeting is required for MD appointment (not just board)
An individual cannot be MD/WTD of more than two companies simultaneously
A Director Identification Number (DIN) is mandatory for the person being appointed

Frequently Asked Questions

What is the difference between a Managing Director, Whole-Time Director, and Manager?

A Managing Director (MD) is a director entrusted with substantial powers of management of the affairs of the company, either under the articles, agreement, or board resolution. A Whole-Time Director (WTD) is a director in whole-time employment of the company — devoting their full professional time to the company. A Manager is a person who has management of the whole or substantially the whole of the affairs of a company but is not necessarily a director. All three are "managerial personnel" under Section 196 of the Companies Act requiring MR-1 filing within 60 days of appointment.

Is shareholder approval required for appointing a Managing Director?

Yes. Under Section 196 of the Companies Act, the appointment of a Managing Director, Whole-Time Director, or Manager must be approved by the company in general meeting (by ordinary resolution). The board first makes the appointment, and then shareholders ratify it at the next general meeting or at an extraordinary general meeting. The shareholder resolution must be filed in Form MGT-14 within 30 days of being passed. Without shareholder approval, the appointment is incomplete and the company is not in compliance.

What is Schedule V and when does it apply?

Schedule V of the Companies Act, 2013 prescribes the conditions and maximum remuneration limits for managerial personnel (MD, WTD, and Manager) in companies that have inadequate or no profits. Where a company has adequate profits, remuneration is not restricted by Schedule V but must still be approved by shareholders. Where a company does not have adequate profits (as computed under Section 198), Schedule V limits apply — and if remuneration is proposed above those limits, prior Central Government approval is required.

What information is disclosed in Form MR-1?

Form MR-1 discloses: the name and DIN of the MD/WTD/Manager; nature of appointment (MD, WTD, or Manager); date of appointment and commencement of appointment; tenure of appointment; remuneration details (salary, commission, perquisites); details of other companies where the person holds the position of MD/WTD/Manager; the board and shareholder resolution details; and whether Schedule V conditions are applicable. The form is a public document on MCA and the remuneration of key managerial personnel is publicly disclosed.

What is the penalty for not filing MR-1 within 60 days?

Late filing of MR-1 attracts additional fees of ₹100 per day beyond the 60-day period from the date of appointment. Additionally, the company and every officer in default are liable to a penalty of ₹10,000 plus ₹1,000 per day of continuing default under Section 203(5) of the Companies Act. The appointment itself remains valid — only the MCA notification is late — but the penalty can accumulate significantly for prolonged non-filing.