
SB Dash - SAFAR
June 5, 2025 at 12:48 AM
NEW GNL 1 FORM FOR COMPANIES -
GNL-1 is the e-Form prescribed under the Companies Act, 2013 in India. It's used to intimate the Registrar of Companies (RoC) about the board resolutions and agreements that are not required to be filed in other specific forms (like MGT-7, AOC-4, etc.).
It is a catch-all form under Rule 12(2) of the Companies (Registration Offices and Fees) Rules, 2014. If a document or resolution must be filed with the RoC but there's no prescribed form for it — GNL-1 is used.
The Ministry of Corporate Affairs (MCA) has notified the Companies (Registration Offices and Fees) Amendment Rules, 2025 making amendments to Form GNL-1. These amendments, issued through G.S.R. 360(E), are set to take effect from 14th July 2025 and it must be Certified by Whole Time CA/CS/Cost Accountant.
The new form automates and establishes the application process for a number of purposes, such as compounding offenses, extending the time for the Annual General Meeting(AGM), and approving plans like merger or arrangement, among others.
The updated form requires detailed disclosures based on the application's goal. Details including the type of default, the parties involved, the duration of the default, the corrective actions taken, and any ongoing investigations must be disclosed, for example, in the case of compounding of offenses. Relevant reference numbers and dates must be included in applications submitted suo motu or in response to regulatory notices.
The financial year-end date, the statutory AGM due date, and the proposed extended date must now be mentioned by companies requesting an extension to convene their AGM.
The required certification by a practicing professional, chartered accountant, company secretary, or cost accountant, which verifies the accuracy of the submission based on company records, is an essential part of the new form. Professionals are required to attest that no material information has been withheld and to indicate compliance with the Companies Act's restrictions.
The notification restates that Sections 447, 448, and 449 of the Companies Act, 2013, which address penalties for fraud, false statements, and false evidence, respectively, impose liability on applicants and certifying professionals.