MR-1 (return of appointment of a managing director, whole-time director or manager)
The return a company files with the Registrar after appointing a managing director, a whole-time director or a manager.
Appointment of an MD, WTD or manager
Counted from appointment of a managing director, whole-time director or manager
- MCA
- MCA event filings
- MR-1
- 2026-09-01
MR-1 is due within 60 days of the appointment, not 30. It covers a managing director, a whole-time director and a manager. It no longer covers the CEO, the company secretary or the CFO: that limb was omitted from rule 3 of the Managerial Personnel Rules on 30 June 2016, and those appointments are now reported through DIR-12.
Guidance that describes MR-1 as the return for 'managerial personnel and KMP' is out of date. Rule 3 named the CEO, company secretary and CFO until the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 of 30 June 2016 omitted them. A company that files MR-1 for a CFO appointment is filing the wrong form; DIR-12 is the one that carries it.
Deadlines counted from an event
Within 60 days of the appointment, under the second proviso to section 196(4), filed in Form MR-1 under rule 3 of the Appointment and Remuneration of Managerial Personnel Rules.
The rule
Within 60 days of the appointment, under the second proviso to section 196(4), filed in Form MR-1 under rule 3 of the Appointment and Remuneration of Managerial Personnel Rules.
Who must comply
- Every company appointing a managing director
- Every company appointing a whole-time director
- Every company appointing a manager
- Section 196(4) does not apply to a Government company, a private company or a specified IFSC public company, under G.S.R. 463(E) and G.S.R. 464(E) of 5 June 2015 and G.S.R. 8(E) of 4 January 2017, and for the Government and private company exemptions only where the company is not in default of its section 92 or section 137 filings
Statutory basis
Before you file
- Approve the appointment, the terms and the remuneration at a Board meeting.
- Include the terms, the remuneration and any director's interest in the notice convening the Board or general meeting.
- Check the appointment against section 197 and Schedule V.
- Get Central Government approval where the appointment varies from the conditions in Part I of Schedule V.
- Confirm the date of appointment. This date starts the 60-day window.
- File Form DIR-12 separately for the appointment, and for a CEO, company secretary or CFO appointment.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form MR-1.
- Enter the particulars of the person appointed and the date of appointment.
- Enter the terms of appointment and the remuneration.
- Attach the Board resolution and the shareholders' resolution where one was passed.
- Attach the appointment letter or agreement.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form within 60 days of the appointment.
If you miss it
Section 450 sets the penalty where the Act and its rules provide none for the specific default: ₹10,000 on the company and on every officer in default, and a further ₹1,000 for each day the contravention continues, capped at ₹2 lakh for the company and ₹50,000 for an officer in default.
- Section 196(5) protects the acts done before approval: where a general meeting does not approve the appointment, acts done by the person before that approval are not invalid for that reason alone
Common questions
Does MR-1 cover a CFO or company secretary appointment?
No. Rule 3 named the CEO, company secretary and CFO until 30 June 2016, when the amendment rules omitted them. Those appointments go in DIR-12.
Is MR-1 due in 30 days?
No. Sixty days, and both the second proviso to section 196(4) and rule 3 say so.