The Companies Act, 2013, established a structured compliance mechanism for all companies in India. In the interest of transparency and accountability, companies must file a variety of forms and returns with the Registrar of Companies through the Ministry of Corporate Affairs website. Forms serve different purposes, such as incorporation, change of directors, annual returns, or financial statements.
Nonetheless, there are situations when a company must write to the ROC or the Central Government about a specific subject matter that does not have an eForm prescribed. This is where eForm GNL-1 becomes relevant. It acts as a general-purpose form, allowing companies to submit applications, seek approvals, or file intimations when no dedicated form exists.
In this blog, we’ll explore the applicability, procedure, documents, fees, and importance of filing eForm GNL-1, along with common mistakes to avoid.
What Exactly Does eForm GNL-1 Mean?
The eForm GNL-1 is an electronic form of filing available on the MCA portal. This is basically a miscellaneous compliance form, with a number of purposes under the Companies Act, 2013.
In other words, when a company must file an application, request, or intimations to the ROC or Central Government, and there is no prescribed form for that, GNL-1 will be filed as “more” or “any” purposes.
It is basically a formal method of communicating with the regulator on behalf of companies to essentially prove that the company records filed are legally documented and traceable.
Applicability of eForm GNL-1
eForm GNL-1 applies in several scenarios. Some of the most common uses are:
1. Compounding of Offences
- Under Section 441 of the Companies Act, 2013, companies can apply for compounding of certain offences.
- Offences such as delay in filing forms, procedural defaults, or non-compliance with specific provisions can be compounded.
- Since no separate form exists for this application, companies must use GNL-1 to file such requests.
2. Applications to the Central Government
Certain matters under the Companies Act require the approval of the Central Government. For example:
- Extension of time for holding Annual General Meeting (AGM) under Section 96.
- Approval for a change in the financial year under Section 2(41).
- Requests relating to managerial remuneration beyond prescribed limits.
In all these cases, GNL-1 is used as the formal application form.
3. Submission of Miscellaneous Applications
If the law requires companies to make an application to ROC or Central Government, but no particular form is specified, GNL-1 becomes applicable. Some examples include:
- Request for clarification or guidance from ROC.
- Application for approval in special circumstances.
- Submitting petitions or representations.
4. Intimations to ROC
Companies are often required to provide updates or notifications to the ROC. For instance:
- Change in the situation of the registered office in unusual circumstances (if not covered under the INC forms).
- Intimations relating to resolutions or agreements that do not require MGT-7A or other specific filings.
Thus, GNL-1 works as a catch-all filing form for such communications.
Attachments Required with GNL-1
The attachments depend on the purpose of filing, but generally include:
- Certified true copy of the Board Resolution authorizing the company to file the form.
- Detailed application letter/intimation explaining the purpose.
- Optional attachments such as supporting documents, agreements, or clarifications.
- Affidavits or declarations, if specifically required for the matter.
It is important to ensure all attachments are legible, properly signed, and in PDF format before uploading.
Filing Procedure for eForm GNL-1
Filing GNL-1 is a straightforward process, but accuracy is critical. The steps include –
1. Login to the MCA Portal
Use valid credentials (registered user or company representative) to access the MCA portal.
2. Download eForm GNL-1
The form is available in electronic format (PDF-based eForm) under MCA Services.
3. Fill in Company Details
- Enter CIN (Corporate Identification Number).
- The auto-fill feature provides company details like name, address, and authorised capital.
4. Specify Purpose of Filing
Clearly state the reason for filing, whether it is compounding, application, or intimation.
5. Attach Required Documents
Attach supporting documents as per the requirement.
6. Digital Signature
Affix the DSC (Digital Signature Certificate) of the director, manager, or company secretary authorized to file.
7. Upload Form
Upload the completed form to the MCA portal.
8. Payment of Fees
Pay the applicable filing fees online (based on authorized capital).
9. Acknowledgement
Once successfully submitted, an SRN (Service Request Number) is generated to track the application.
Filing Fees for GNL-1
Filing fees are prescribed under the Companies (Registration Offices and Fees) Rules, 2014.
| Authorized Share Capital | Filing Fee (₹) |
| Less than ₹1,00,000 | 200 |
| ₹1,00,000 to ₹4,99,999 | 300 |
| ₹5,00,000 to ₹24,99,999 | 400 |
| ₹25,00,000 to ₹99,99,999 | 500 |
| ₹1,00,00,000 or more | 600 |
Importance of eForm GNL-1
- Flexibility in Compliance – It ensures companies have a means to file applications even if no specific form exists.
- Legal Validity – Submitting via GNL-1 ensures the communication is legally recorded.
- Transparency – Acts as a formal and documented interaction with regulators.
- Avoids Non-Compliance – Companies can avoid penalties by ensuring timely submissions through GNL-1.
- Record Keeping – The ROC maintains a proper record of all submissions, useful for future references or audits.
Common Mistakes to Avoid in Filing GNL-1
- Submitting incomplete or unsigned Board Resolutions.
- Incorrect CIN or company details.
- Ambiguous description of purpose for filing.
- Missing mandatory attachments.
- Not affixing a valid DSC of the authorised signatory.
Such errors can result in rejection or resubmission, leading to compliance delays.
Practical Use Cases of GNL-1
To make this clearer, here are a few practical situations:
- A private limited company failed to file a resolution within the prescribed time and seeks condonation of the delay. An application can be made via GNL-1.
- A company wants to change its financial year to align with a holding company abroad. Application for approval is made using GNL-1.
- For compounding delay in filing annual returns or financial statements, GNL-1 is used.
Conclusion
eForm GNL-1 functions as a versatile compliance mechanism under the Companies Act, 2013. It provides companies the opportunity to apply, seek approval, or, on a non-designated form, communicate with the ROC or the Central Government.
By conducting the task in terms of eForm GNL-1, if the eForm is meticulously filled out, accompanied by the necessary documentation, and submitted with the prescribed fee, companies would be able to maintain compliance and avoid penalties. The form, in addition to many other things, will be used for compounding offences and/or seeking extensions, and so being aware of the eForm GNL-1, its nature and the role of the compliance, is essential to corporate governance.
For businesses, the compliance letter eForm GNL-1 will not only meet statutory requirements for submission but also demonstrate diligent filing and compliance to regulators and stakeholders.
