Form MR-2: Complete Guide to Central Government Approval for Appointment of Managing Director/Whole-Time Director/Manager
Webform MR-2 is filed with the Central Government to seek approval for the appointment of a managing director, whole-time director, or manager in certain special circumstances specified under Schedule V of the Companies Act, 2013. It is governed by Sections 196 and 201 and Schedule V of the Companies Act, 2013 read with Rule 7 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Who Should File MR-2 / When is it Filed
A company that wishes to appoint a managing director, whole-time director, or manager in circumstances requiring Central Government approval under Schedule V — for example, where the appointee does not meet the age, residency, or other conditions specified in Part I of Schedule V — must file webform MR-2.
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing
- The company must be registered with MCA and hold a valid, approved CIN
- The DSC attached must be registered on the MCA portal against the DIN/DPIN/PAN/Membership number provided
- The signing authority must hold a valid, non-expired, non-revoked DSC and an approved DIN/DPIN or valid PAN/Membership number
- A valid, approved SRN of Form MGT-14, if any, must be available, with the resolution purpose matching the purpose selected in MR-2
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
- If field space is insufficient, additional details may be furnished as an optional attachment
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to “Appointment / Change related filings”
- Access “Form of application to the Central Government for approval of appointment of managing director or whole-time director or manager (MR-2)”
- Enter/search/select CIN
- Fill up the application, quoting the MGT-14 SRN where applicable
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal within 15 days of SRN generation
- Pay Fees within 7 days of successful upload (or due date + 2 days, whichever is earlier — otherwise the SRN is cancelled)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN/DPIN or valid PAN/Membership number
Fee Structure
| Nominal Share Capital (INR) | Other than OPC & Small Company (INR) | OPC & Small Company (INR) |
|---|---|---|
| Up to 25,00,000 | 2,000 | 1,000 |
| Above 25,00,000 up to 50,00,000 | 5,000 | 2,500 |
| Above 50,00,000 up to 5,00,00,000 | 10,000 | 10,000 |
| Above 5,00,00,000 up to 10 crore | 15,000 | 15,000 |
| Above 10 crore | 20,000 | 20,000 |
| Applicant Type | Fee (INR) |
|---|---|
| Company limited by guarantee without share capital | 2,000 |
| Section 8 company (valid license) | 2,000 |
No additional/delay fee is prescribed for MR-2.
Processing Mode
Webform MR-2 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. When is Central Government approval required for a managerial appointment? When the proposed appointee, or the terms of appointment/remuneration, does not satisfy the conditions specified in Schedule V of the Companies Act, 2013.
Q2. Is an MGT-14 SRN always required for MR-2? It must be quoted if a special resolution has been passed for the appointment, with the resolution purpose matching the purpose selected in MR-2.
Q3. Is MR-2 processed automatically? No, it is always processed in Non-STP mode with manual review.
Q4. Is there a delay fee for MR-2? No — the Instruction Kit does not prescribe an additional/delay fee for this form.
Q5. What positions does MR-2 cover? Managing director, whole-time director, and manager appointments requiring Central Government approval under Schedule V.
Disclaimer
This article is based on the official Instruction Kit for webform MR-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.