Instruction Kit for webform MR-1 Return of appointment of Managerial Personnel

LAW(S) GOVERNING THE WEBFORM

Pursuant to Section 196, 197, Schedule V of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

Purpose of the webform

On appointment of managerial personnel such as manager, managing director or whole-time director, the company shall file a return of such appointment in webform MR-1 with the Registrar within sixty days of appointment.

  Important Check Points while filling up the webform

ü  Please read instructions and guidelines carefully before filling online application form.

ü  Please attach the required mandatory supporting documents in the specified format only.

ü  Please ensure that applicant of the webform is registered at the MCA portal before filing the webform.

ü  Please note that the company for which the webform is being filed shall be registered with MCA and shall have a valid and approved CIN.

üPlease ensure that the DSC attached in the webform is registered on MCA portal against the DIN/DPIN/PAN/Membership number as provided in the form.

ü  Please note that the signing authority of the webform shall have valid and non-expired/non-revoked DSC and an approved DIN/DPIN or a valid PAN/Membership number, as applicable.

ü  Please ensure that a valid and approved SRN of ‘MGT-14’ webform, if any, of the respective company is available with the user while filling up this webform. Further, the purpose of passing the resolution in ‘MGT- 14’ webform should be same as mentioned while filling up this webform.

ü  Please ensure that a valid and approved SRN of ‘MR-2’ webform, if any, of the respective company is available with the user while filling up this webform. Further, the purpose of filing ‘MR-2’ webform should be same as mentioned while filling up this webform.

ü  Please note that ‘MR-1’ webform cannot be filed in case age of the appointee is less than twenty-one years at the time of passing the Board Resolution.

ü  If the space within any of the fields is not sufficient to provide all the information, then additional details can be provided as an optional attachment to the webform.

ü  Please check for any alerts that are generated using the “Notifications and alerts” function under the ‘My Workspace’ page in the FO user dashboard on the MCA website.

 

PART II – ACCESSING THE WEBFORM MR-1

1. Access MCA homepage
2.  Login to MCA portal with valid credentials
3.  Select “MCA services” and further select “E-Filing”
4. Access “Company Forms Download”
5. Navigate to the header “Appointment / Change related filings” 
6. Access “Return of appointment of Managerial Personnel (MR-1)” 
7.  Enter CIN information
8.  Search CIN using the search option (optional) 
9. Fill up the application
10.  Save the webform as a draft (optional)
11. Submit the webform
12. SRN is generated upon submission of webform (The SRN can be used by the user for any future correspondence with MCA.)
13.  Affix the DSC
14. Upload the DSC affixed pdf document on MCA portal
15. Pay Fees (In case the user does not successfully upload the DSC affixed PDF within 15 days of SRN generation and complete the payment within 7 days of successful upload of DSC affixed document or due date of filing of the webform + 2 days, whichever is earlier, the SRN will be cancelled)
16. Acknowledgement is generated

 INSTRUCTIONS TO FILL THE WE EBFORM

Field No.	Field Name	Instructions
1	Corporate    Identity    Number (CIN)	i.       In case of company users, CIN of company shall be pre-filled based on the user id. ii.       In case of professional users, a search option shall be provided to search the CIN basis the company name. Either full name of the company or partial name can be used to search the company. iii.       In case of other business users, a dropdown option is provided containing the list of CIN with which the user is associated.
3 (a)	Name	List of Key Managerial Personnel (‘KMP’) associated with CIN provided in field number 1 i.e., “Corporate Identity Number (CIN)” shall be available in the dropdown values for the selection by the user.
3 (b)	Director Identification number (DIN) or income-tax permanent  account  number (PAN) or membership number	These fields shall be prefilled and non-editable based on the dropdown value selected in field number 3 (a) i.e., “Name” by the user.
3 (c)	Designation
6 (a)	Remuneration	i.       Enter the details of remuneration including salary, perquisites, and others either per month or per annum basis. ii.       At least one of the fields from “Salary” to “Others” should be greater than zero. iii.       The field “Total” shall be sum total of values entered in fields from “Salary” to “Others”.
	(i) Salary (in Rs.)
	(ii) Perquisites (in Rs.)
	(iii) Others (in Rs.)
	(iv) Total of (i) to (iii) (in Rs.)
6 (b)	Tenure of appointment	i.       Date in field “From (DD/MM/YYYY)” shall be prefilled and non-editable based on date entered in field number 5 i.e., “Effective date of appointment”. ii.       Date entered in field “To (DD/MM/YYYY)” should be greater than date entered in field “From (DD/MM/YYYY)”. Further, date entered in field “To (DD/MM/YYYY)” should not be greater than five years from the date entered in field “From (DD/MM/YYYY)”.
	From (DD/MM/YYYY)
	To (DD/MM/YYYY)
8 (b)	SRN of related Form No. MGT-14 (for filing of Special Resolution)	i.       This field shall be displayed in case ‘Yes’ is selected in field number 8 (a) i.e., “Whether the approval for such appointment has been obtained from the members in general meeting”. ii.       Enter a valid and approved SRN of ‘MGT-14’ webform filed for passing the resolution for which the application is being filed in ‘MR-1’ webform.

Field No.	Field Name	Instructions
8 (c)	SRN of MR-2 for obtaining Central Government's approval (as applicable)	i.       This field shall be displayed in case ‘Yes’ is selected in either field number 7 (a) i.e., “Whether the age of the appointee is more than 70 years” or field number 7 (b) i.e., “Whether the appointee had been convicted or detained under any of the Acts mentioned in Part I of Schedule V” or field number 7 (c) i.e., “Whether the appointee is a Non-Resident in Part I of Schedule V”. ii.       The user can enter ‘Not applicable’ in following scenarios: ·       ‘Yes’ is selected in field number 7 (a) i.e., “Whether the age of the appointee is more than 70 years” and field number 8 (a) i.e., “Whether the approval for such appointment has been obtained from the members in general meeting”. ·       ‘Yes’ is selected in either field number 7 (b) i.e., “Whether the appointee had been convicted or detained under any of the Acts mentioned in Part I of Schedule V” or field number 7 (c) i.e., “Whether the appointee is a Non-Resident in Part I of Schedule V” and ‘No’ is selected in field number 2 (c) i.e., “Whether the company is a public company or subsidiary of a public company”.
	Attachments	All the attachments shall be either in PDF or .jpg format. The size of each individual attachment can be up to 2MB.
(a)	Copy of Board resolution	This is a mandatory attachment.
(b)	Copy of certificate by the Nomination and Remuneration Committee of the company, if any, to the effect that the remuneration is as per remuneration  policy  of  the company	This attachment shall be mandatory in case company filing the webform is a listed company.
(c)	Optional attachment(s) - if any	i.       This field can be used to provide any other information. ii.       Please note that the user has an option to upload up to five optional attachments.
	I am authorized by the Board of Directors of the Company vide resolution no.   dated   (DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and	i.       Enter the board resolution number and date of the board resolution via which the signatory of this form is authorised. ii.       Date entered in this field should be less than or equal to system date and equal to or greater than incorporation date.

Field No.	Field Name	Instructions
	matters incidental thereto have been compiled with.   I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.
	To be digitally signed by	i.       Select one of the options from the drop-down list – Director / Manager / Company Secretary / CEO / CFO. ii.       In case the person digitally signing the webform is a Director - Enter the approved DIN. iii.       In case the person digitally signing the webform is Manager, Chief Executive Officer (CEO) or Chief Financial Officer (CFO) – Enter approved DIN or a valid income tax PAN. iv.       In case the person digitally signing the webform is a Company Secretary – Enter a valid membership number. v.       Disqualified director shall not be able to sign the form.
	Designation
	Director identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of the company secretary
	Certificate     by     Practicing Professional	i.        This certificate is optional in case the company for which the webform is being filed is an OPC or a small company. ii.        The webform shall 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 webform. iii.        Select the relevant category of the professional and whether he/ she is an associate or fellow. iv.        In case the professional is a chartered accountant (in whole- time practice) or cost accountant (in whole-time practice) then enter the membership number. v.        In case the practicing professional is a company secretary (in whole-time practice) then enter the certificate of practice number.
	Chartered      Accountant      (in whole-time practice) or Cost Accountant (in whole- time practice) or Company Secretary (in whole- time practice)
	Whether Associate or Fellow
	Membership number
	Certificate of practice number

Buttons	Particulars
Choose File	i.            Click the ‘Choose File’ button to browse and select a document that is required to be attached as a supporting to webform MR-1. ii.             All the attachments should be uploaded in PDF or .jpg format. The total size of the document being submitted can be up to 10 MB. iii.            The user has an option to attach multiple files as attachments within the webform.

Buttons	Particulars
Remove     Download               Save                   Submit	The user has an option to remove files from the attachment section using the “Remove” option provided against each attachment.
	The user has an option to download the attached file(s) using the “Download” option provided against each attachment.
	i.            Click on Save button for saving the application in a draft form at any given point in time prior to submitting the webform. ii.             This is an optional field and the “Save” option will be enabled only after entering the CIN. iii.            On saving the webform, all the information filled in the webform will be saved and can be edited/updated till the time webform is submitted. iv.             The previously saved drafts can also be accessed (at a later point in time) using the application history functionality.
	i.            This is a mandatory field. ii.             When the user clicks on the submit button the details filled in the webform are auto saved and the system verifies all the webform, incase errors are detected the user will be taken back to webform and all the relevant error messages shall be displayed. iii.            In case at the submission of webform no errors are detected by the system the submission will be successful.

KEY POINTS FOR SUCCESSFUL SUBMISSION

Fee Rules

S#	Purpose of webform	Normal Fee	Additional (Delay Fee)	Logic for Additional Fees
				Event Date	Time limit (days) for filing
1	Return of appointment of managerial personnel	The Companies (Registration Offices and Fees) Rules, 2014	The Companies (Registration Offices and Fees) Rules, 2014	Date of passing board resolution	60 days

Fee payable is subject to changes in pursuance of the Act, or any rule or regulation made, or notification issued thereunder.

Normal fee

In case of company having share capital

 

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

 

In case company not having share capital

 

Fee applicable

Rupees 200

 

Additional fees

 

Period of delays	Fee applicable
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees