Companies Act 2013 · Rules · G.S.R. 249(E)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Return of appointment of MD, WTD or manager (MR-1), and which companies need whole-time KMP and a whole-time company secretary (rule 8A: paid-up capital of ₹10 crore or more). Also covers disclosure of remuneration ratios by listed companies, and the secretarial audit (MR-3) for listed companies, public companies with paid-up capital of ₹50 crore or turnover of ₹250 crore or more, and any company with bank or financial institution borrowings of ₹100 crore or more.
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 249(E) dated 31 March 2014 · made for Chapter XIII of the Act |
|---|---|
| Act sections | 196, 197, 203, 204, 205 |
| MCA forms | MR-1, MR-2, MR-3 |
| Latest amendment | Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 dated 3 January 2020 Source: MCA consolidated text · 4 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | Filing of return of appointment | The appointment of a managing director, whole-time director or manager is reported in MR-1 within 60 days. |
| 4 | Sitting fees | Sitting fees for a board or committee meeting may not exceed ₹1 lakh per meeting. |
| 5 | Disclosure in board's report | A listed company discloses each director's remuneration as a ratio to the median employee. It also discloses employees paid ₹1.02 crore or more a year, or ₹8.5 lakh or more a month. |
| 6 | Parameters for consideration of remuneration | |
| 7 | Fees | Fees for applications to the Central Government for approval of an appointment (Form MR-2). |
| 8 | Appointment of key managerial personnel | Every listed company, and every other public company with paid-up capital of ₹10 crore or more, must have whole-time KMP: an MD, CEO or manager (or whole-time director), a company secretary and a CFO. |
| 8A | Company secretary in other companies | Any other company (in practice, a private company) with paid-up capital of ₹10 crore or more must have a whole-time company secretary. |
| 9 | Secretarial audit report | A secretarial audit by a practising company secretary (MR-3) is needed for listed companies, public companies with paid-up capital of ₹50 crore or turnover of ₹250 crore or more, and any company with bank or financial institution borrowings of ₹100 crore or more. |
| 10 | Duties of company secretary |
Related
- Whole-time company secretary applicability
- Section 203 explainer (KMP)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules · Meetings of Board and its Powers Rules · Prospectus and Allotment of Securities Rules · Registration of Charges Rules · Significant Beneficial Owners Rules · CSR Policy Rules · Compromises, Arrangements and Amalgamations Rules · Strike-off (Removal of Names) Rules · Registration Offices and Fees Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.