Companies Act · source-checked form guide
MR-2: seek approval for the specified managerial appointment
Apply for Central Government approval of an appointment that requires it under section 196 and ScheduleV. This is an appointment-approval application, not a routine return of appointment or a universal permission to exceed remuneration limits.
Which version and who acts?
2023 substituted form effective 23 January 2023; fictional over 70 appointment proposal in 2026; no approval or entitlement to act is claimed.
Applicant company through its actual authorised company signatory, with the distinct company-secretary declaration and actual practising-professional certification prescribed by the current form.
G.S.R.41(E), physical p 12 commencement; MR-2 pp 15–20 purpose, profile, grounds, resolutions, IBC status, attachments and three distinct execution blocks.
Completed field illustration
Fictional example — not for filing. Fictional unlisted Aurelia Demonstration Limited proposes Arun Training, age 72, born 15 May 1954, as managing director. Board resolution is 1 September 2026; members vote 30 September:600 votes for and 400 against the proposal, so an ordinary majority favours it but the proposed special resolution fails. The proposed appointment date is 1 November, only after required approval; the company drafts MR-2 on 21 October seeking the specific approval permitted by section 196(3)(a). No right to function pending approval is asserted.
| Prescribed field / block | Completed fictional entry |
|---|---|
| 1–2 Entity | SYNTHETIC-PUBLIC-CIN; Aurelia Demonstration Limited; public, unlisted; fictional Delhi registered office; public@example.invalid; 0 stock exchanges. |
| 3 Approval purpose | Age is more than 70 years and no Special Resolution is passed; apply the actual section 196(3)(a) proviso, not an automatic age exemption. |
| 4 Appointee profile | Arun Training; SYNTHETIC-DIN; father Dev Training; Indian resident; graduate; 25 years 6 months assumed relevant business-management experience; proposed Managing Director. |
| 5 Foreign-citizen branch | Not applicable; no invented passport, employment visa or foreign residence evidence. |
| 6–8 Grounds / justification | Age 72 is the selected unmet no-government-approval condition; no offence, detention or section 164 disqualification assumed. Document the person’s actual experience, suitability and benefit to the company. |
| 9–10 Resolutions | Board 01/09/2026; member proposal 30/09/2026; 600 for,400 against; actual MGT-14 reference and applicable NRC evidence required in a real filing, with no SRN fabricated. |
| 11 IBC proceedings | No pending NCLT/NCLAT IBC application assumed; actual inquiry and complete disclosure required. |
| Attachments | Genuine Board/member resolutions, notice/explanatory statement, prescribed newspaper notices under section 201(2), actual applicable NRC and section 164(2) auditor evidence; conditional branch documents only when their facts apply. |
| Execution / decision | Not signed. No DSC, certification, SRN, filing or approval has occurred. Separate company-secretary declaration, company verification and practising-professional certificate are not collapsed or fabricated. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- On the proposed 1 November 2026 appointment date, birth 15 May 1954 gives age 72. The selected over 70 approval purpose fits; the application does not make the proposed appointment effective.
- 600 votes exceed 400 against, but 600 is less than 3×400=1,200, so the special-resolution test is not met. Section 196(3)(a) allows the stated Central Government consideration where votes in favour exceed votes against; approval remains discretionary and fact-dependent.
- The 21 October draft precedes the proposed 1 November appointment by 11 days. Rule 7(3) uses 90 days from actual appointment, not from the Board resolution. If appointment lawfully takes effect 1 November 2026, the illustrative 90-day point is 30 January 2027; the proposed date cannot be treated as an already effective appointment while required approval is missing.
- MR-1 is the separate return of appointment; DIR-12 and remuneration approvals/limits have their own duties. The 2023 MR-2 purpose list does not revive pre-2018 blanket Central Government remuneration approval.
Prepare, submit and retain the evidence
- Establish whether the actual company, appointment and unmet condition require government approval; check age, eligibility, residency and every applicable exemption against real facts.
- Obtain actual corporate/member authority and required prior publication/evidence; complete the exact current purpose, profile, grounds, proceedings and attachment branches with genuine reference numbers.
- Submit within the applicable rule period, retain the real government outcome and comply with its conditions; complete separate appointment returns and remuneration controls on the operative facts.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Primary authorities and exact locators
- G.S.R.41(E), physical p 12 commencement; MR-2 pp 15–20 purpose, profile, grounds, resolutions, IBC status, attachments and three distinct execution blocks.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Physical p132, current section196(3)(a):age70 special resolution and alternative government consideration where votes for exceed votes against;section196(4) appointment/approval/return distinction.
- Current Managerial Personnel Rule7(1)/(3):MR-2 and90 days from appointment;omitted former remuneration subrule not current authority.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.