In order to improve the corporate affairs in the country, the government makes a lot of effort by implementing several amendments. In the recent past, the government has done away with several unnecessary approvals for companies. One such amendment was recently made through the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2018. There have been changes in the form MR-2 due to these amendments.
Why file form MR-2?
E-form MR-2 focuses on:- Seeking Central Government approval for the appointment of managing director/whole time director/manager without complying the with Part I of Schedule V of Companies Act 2013.
- As per Section 197 of the Companies Act 2013, the company shall not employ a person as a managing director/whole time director/manager if he is below the age of 21 years and above the age of 70 years.
- The proviso states the appointment of a person who has attained the age of 70 years may only be made by passing a special resolution.
- In a situation where no special resolution is passed but votes are cast in favour of the idea of appointing such person exceed the votes cast against it, then with the approval of the Central Government, such appointment may be made.
Steps to fill the form MR-2
Field 1 to Field 5
- The CIN of the company needs to be entered. The same can be found here
- either by using the company’s registration number or company name.
- On clicking the pre-fill button, the name, address, email ID and date of incorporation will be automatically filled. If there is a change in the email ID then the same can be updated.
- The field “Appointment or Reappointment without complying the with the Part I of Schedule V of Companies Act 2013” has to be selected. This form has to be filed within 90 days of the appointment or reappointment of a managing director/whole time director/manager.
- The particulars of the proposed appointee/person in whose behalf the form is being filed have to be entered. In case of a managing director/whole time director, the approved DIN needs to be entered. In case of a manager either an approved DIN or his/her PAN can be entered. On clicking the pre-fill button the name, address, father’s name, nationality, and the date of birth will be automatically filled. Details such as place of birth, educational qualification, the experience of the appointee need to be manually entered. In case of foreign national, country code and passport number needs to be filled. The country field gets automatically updated on entering the code.
Field 6 to Field 10
- The effective date of appointment and designation needs to be entered.
- If the conditions of appointment/ of the managing director/whole time director/manager as stated in Part I of Schedule V are not fulfilled then the details of the same needs to be mentioned.
- As per section 164(2) of the Companies Act 2013 if the director is/has been the director of a company which has not filed its annual returns continuously for a period of 3 years or has failed to repay the deposits/interest or debentures/interest or dividends and the default continues for a period of 1 year or more then the director shall not be eligible to be reappointed in that company/another company for a period of 5 years from such date. The details of such an appointment have to be furnished.
- The form has to be digitally signed by a Director/Manager/Company Secretary/CEO/CFO and also certified by a Chartered Accountant/Cost Accountant/Company Secretary in whole time practice.
- Below is the schedule of fees for the filing of the e-form. The fees can also be calculated here.
