GNL forms under Companies Act, 2013
4 July 2017 • Akshay Kapoor
The Companies Act, 2013 has prescribed various E-form(s) for intimating major events of the Company such as director changes, annual filing of financial statements, increasing the capital, allotment of securities etc, under the respective Rules made therein. However, no separate form has been prescribed for matters like Compounding of offences, extension of AGM, shifting of registered office from one state to another, Private placement offer letter, etc. In such circumstances (described in detail below), the Central Government/MCA has not prescribed any E-form. In such situations, we need to file General Intimation E-forms or GNL forms.
General Intimation E-forms or GNL forms
There is much ambiguity as to the appropriate time and event of filing of GNL forms.Through this article we have tried to provide a clarification regarding purpose of filing these GNL forms. These E-forms are governed through the provisions of Chapter 24 and its respective rules and can be categorized in the following manner.
||Application to the Registrar of Companies like compounding applications, extension of AGM.
||Filling of any documents like submission of Private placement offer letter (PAS-4), copy of prospectus, information memorandum etc.
||Intimation under section 2(60) when a person is charged with the responsibility to comply with the provisions of the Act
||Any further information or documents called for, in respect of application or e-form filed with the RoC
GNL-1: For filling of application with Registrar
- E-formGNL-1 is required to be filed pursuant to rule 12(2) of Registrar of Companies (Registration Offices and Fees) Rules, 2014 the Companies Act, 2013.
- This form is used where no E-form is prescribed to file the application under the various rules prescribed under the Act.
- This single form is prescribed for seeking approval of Registrar of the Company in cases such as-:
- Compounding of offences
- Extension of AGM up to 3 months
- Scheme of arrangement, amalgamation
- Others, for example
- Shifting of registered office from one state to another.
- Application for removal of disqualification of directors
GNL-2 : For submission of documents with the company
- This form is used where no E-form is prescribed to file various documents with the Registrar of the company.
- The documents can be filed through Form GNL-2. This single form is prescribed for multiple document filing such as:
- Copy of prospectus
- Information memorandum
- Private placement offer letter (PAS-4)
- Record of private placement to be kept by the company (PAS-5)
- A report by a company to ROC for intimating the Disqualification of the Director.
GNL-3 : Intimation about assignment and relinquishment of charge assigned to person for complying with the provisions of the Act
GNL-3–Section 2(60) defines “Officer who is in default” and it mentions officers such as whole-time director, KMP, directors, etc. who shall be liable to any penalty or punishment in case of default committed by the company (under the Companies Act, 2013). However, there is a mechanism to entrust a specific officer to comply with any provisions of the Act and thereafter, such person shall be the “officer who is in default” in exclusion of all other persons named in Section 2(60). He may be termed as Charged person in accordance with Section 2 sub section 60 clause IV of the Act, the charged person needs to give his/their consent to act as in this behalf to the Board. The consent of the charged person taken needs to be filed through this form. The withdrawal of the consent for the charged person is also filed through the same form.
- This form is used where no E-form is prescribed to Identify the person, who is specifically authorized by the company to comply with the provision of the Companies Act, 2013.
- In order to understand the concept of filing Form GNL-3 and “Charged Person”, we have given an illustration for better understanding. A private company do not need to appoint Chief Financial Officer as per the provisions of Section 203 of the Act. But the Company voluntarily delegates, the responsibilities for the affairs related to the financial matters of the company, to a person. In such situations, the private company need to file Form GNL-3 for intimating the Registrar of Companies, about the person who is specifically authorized (along with the Consent of the person in charged) to comply with the provisions of the Act. The person who will be authorized through form GNL-3 will be deemed to be known as “charged person” and shall be liable as the officer in default for any non-compliance w.r.t financial matters under the Act. This form is required to be digitally signed, both by the charged person (consent) and the Company.
GNL-4: Any further information or documents called for, in respect of application or e-form or document, filed electronically with the Ministry of Corporate Affairs shall be furnished through GNL-4.
The Registrar shall examine or cause to be examined every application or e-Form or document filed or delivered under the Act. The Registrar, if finds it necessary, may call for further information if the e-form or document is defective or incomplete in any respect, within thirty days from the date of its filing.
However, this 30 day time period is not applicable in the following cases:
- Cases where approval of the Central Government or the Regional Director or any other competent authority is required.
- Straight Through Process (STP) forms which may be examined by the Registrar at any time on suo-motu or on receipt of any information or complaint from any source at any time after its filing.
- Any Information or explanation called by the registrar in pursuance of Section 206 (Power to call for information, inspect books and conduct inquiries).
The Registrar shall direct him to furnish such information or to rectify such defects or incompleteness, within the 15 days, by filing Form GNL-4.
Enumerated below are major points of difference between the 3 GNL forms.
||Application to ROC where No E-form is prescribed.
||Submission of document to ROC where No E-form is prescribed.
||Identification of the person charged comply with the provision of the companies Act, 2013.
|Category of applicant
- Foreign Company (for compounding of offences & others purposes )
- Others (for compounding of offences only)
- Company (director or manager or secretary or CEO or CFO of the Indian company duly authorized by the board of directors
- Foreign Company (for compounding of offences &others) can file the e-Form through its authorized representative.
- others (for compounding of offences only)(in case the applicant does not have DSC then it is to be signed by chartered accountant or cost accountant or company secretary inwhole time practice)
|Director, Manager or Company Secretary or CEO or CFO of the company authorized by the board of directors.
|E-Form is digitally signed by the
Key managerial personnel(s) charged and by Director,
Manager, CEO, CFO or Company
Secretary of the company duly authorized by the board of directors.
In GNL-2 filing of resolutions at the AGM, is it necessary every year to file the form. mentioning the “document being filed” OTHERS (ticking). Pl help me
You query is not clear. Going through the limited facts cited by you, we assume that you are enquiring on filing GNL-2 for AGM of each year. If this is your query, please note that such filing is not required after AGM.
Company is having 3 directors and Company Secretary, whether in this case GNL 3 can be filed by authorizing Managing Director for all the acts on behalf of company.
When a company charges any person with the responsibility of complying with the provisions of the Act, it has to file Form GNL-3, provided the person so charged has given his consent in this behalf to the Board. The purpose is to identify persons within the company for complying with the provisions of the Companies Act.
Pursuant to section 2(60)(iii), where there is no key managerial personnel or whole-time director in a Company, such director or directors as specified by the Board, who has or have, given their consent in writing to the Board to such specification as ‘officer in default’. If the Board does not specify a particular director, the all the directors will be deemed to be officer in default.
In the present case, the Managing director or company secretary, being covered under the definition of KMP, can be declared as officer in default u/s 2(60).
Illustration for GNL-3 is very useful..However i would like to ask that whether we can file GNL-3 by designating overall responsibility to 1 Director in a private Company as per 2(60)(iii)? Please provide your suggestions
Please be apprised that in case of a private limited company one Director can be held responsible as “officer in default” on behalf of the Company under Section 2(60)(iii) of the Companies Act, 2013 if he gives his consent for the same. Further, the Company and such Director should mutually decide upon such responsibilities before the form GNL-3 is filed.
Thanks for the article. Very useful