Instruction Kit for eForm GNL-1

(Form for filing an application with Registrar of Companies)

Table of Contents

About this Document .............................................................................................................. 2

Part I – Law(s) Governing the eForm .............................................................................. 2
Purpose of the eForm .................................................................................................................. 2
eForm Number as per Companies Act, 1956 .............................................................................. 2
Part II – Instructions to fill the eForm ............................................................................. 2
Specific Instructions to fill the eForm GNL-1 at Field Level ..................................................... 2
Common Instructions to fill eForm ............................................................................................. 7
Part III - Important Points for Successful Submission .............................................. 9
Fee Rules ..................................................................................................................................... 9
Processing Type .......................................................................................................................... 9
SRN Generation .......................................................................................................................... 9
Challan Generation ...................................................................................................................... 9
Email ........................................................................................................................................... 9
Annexure A ............................................................................................................................... 10
Annexure B ............................................................................................................................... 11

Page 1 of 12
 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

About this Document

The Instruction Kit has been prepared to help you file eForms with ease. This documents provides
references to law(s) governing the eForms, instructions to fill the eForm at field level and common
instructions to fill all eForms. The document also includes important points to be noted for
successful submission.

User is advised to refer instruction kit specifically prepared for each eForm.

This document is divided into following sections:

Part I – Laws Governing the eForm

Part II – Instructions to fill the eForm
Part III – Important Points for Successful Submission
Click on any section link to refer to the section.

Part I – Law(s) Governing the eForm

Section and Rule Number(s)

eForm GNL-1 is required to be filed pursuant to rule 12(2) of the Companies (Registration offices
and Fees) Rules, 2014

Purpose of the eForm

User can file application seeking approval from Registrar of Companies by filing application in
eForm GNL-1 for different purposes under Companies Act, 2013.

eForm Number as per Companies Act, 1956

Form 61 as per Companies Act, 1956.

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm GNL-1 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require
detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

S. No/ Field Name Instructions

Section Name
Note: If it is required to file eForm MGT-14 in relation to the resolution passed for filing this
application; ensure that filing of eForm MGT-14 precedes filing of this eForm.
1 Category of applicant Select the category of the applicant out of company,
foreign company and others.

Category as ‘Foreign company’ can be selected only in

case purpose of the application is ‘Compounding of
offences’ or ‘Others’.

Category as ‘Others’ can be selected only for

‘Compounding of offences’ or for withdrawal of
approved application for name availability.
3 (a) Corporate identity In case of an Indian company, enter the ‘Corporate
number (CIN) or foreign Identity Number’ (CIN).
company registration In case of a Foreign company, enter the ‘Foreign
number (FCRN) of the Company Registration Number (FCRN)’.
company or Form INC-1 You may find CIN by entering existing registration
reference number number or name of the company in the ‘Find CIN’
(Service request number service under the menu MCA services on the MCA
(SRN) of Form INC-1) website.
Enter the approved SRN of eForm INC-1 filed for
reservation of name in case category of applicant is
‘Others’.
4 (a) to Pre-fill Button Click the Pre-fill button. On clicking the button, system
(c) shall automatically display the name and registered
office address of the company (in case of an Indian
company) or name and address of principal place of
business in India(in case of a foreign company) and
email ID of the company.

In case of SRN of INC-1, approved name of the

company shall be displayed.
5 (a) to Details of applicant (in In case category of the applicant is ‘Others’, enter the
(h) case category is others) name, address and e-mail ID of applicant.

6 Application filed for Select the purpose of the application. In case category of
applicant is Foreign company’ or ‘Others’, only
‘Compounding of offences’ or ‘Others’ can be selected.
7 If others, then specify A dormant company desirous to regularize its filing can
apply for normalizing by selecting the option for
‘Normalizing a dormant company’. After approval of
the application, the company shall be provided 21 days

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

S. No/ Field Name Instructions

Section Name
to file all the annual return and balance sheets for the
required financial years.
In case all the required filings are done within 21 days,
then the status of the company shall be changed to
‘Active’. However, in case, all the required filings are
not done within 21 days, status of the company shall be
changed back to ‘Dormant’.

This eForm for normalizing a company should be filed

by only those dormant companies which are desirous
of getting back to Active status by filing the due annual
returns and balance sheets.
8 Details of application Enter the details of application. In case of application for
compounding of offences, also mention the facts of the
case mentioning nature of offence and period of default.
9 (b) & In case of application for This is applicable for compounding of offences.
(c) compounding of
offences, provide the The application can be filed for Company, Director or
following details Manager/Secretary or Others. Enter number of person(s)
and their details excluding Company. Details of only 8
persons can be entered in the eForm. If number of
persons is greater than 8, then additional details can be
provided in optional attachment.

Select the category. In case the category is Director,

enter an approved DIN. In case category is
Manager/Secretary, enter Income-tax PAN.

In case category is Others, enter either income-tax PAN

or passport number. In case of passport number, prefix
the number with zero(s) (0) to make it a 12 digit number.
Example: 0000E1234567.
(f) Section for which the Enter the details of section violated. Also provide details
application is being filed of the section under which default is punishable along
with the details of applicable penalty.
(g) Brief particulars as to Enter the details as to how the default has been made
how the default has been good indicating the date on which the default has been
made good made good, wherever applicable.
10 In case of application is In case of application is made for extension of AGM or
made for extension Annual Accounts, mention financial year end date in
……… in respect of respect of which the application is being filed. Ensure
which the application is that you enter the correct date as the extension by the
being filed concerned office shall be based on this date.

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

S. No/ Field Name Instructions

Section Name
12 Particulars of payment of Enter total number of stamp duty payment(s) for which
stamp duty details are to be entered and for details of stamp duty to
be paid refer Annexure B. Based on the number entered
here, number of blocks shall be displayed for entering
the details. Details of maximum eight stamp duty
payments can be entered in the eForm.

Enter the details of stamp duty paid under the relevant

Stamp Act. This shall be mandatory in case of
‘Compounding of offences’. Select the state or union
territory in respect of which stamp duty is paid. In case
category of applicant is ‘Company’, State(s) selected
shall be same as state in which registered office of the
company is situated.

Enter the total amount of stamps or stamp paper. In case

where payment of stamp duty is not applicable, zero may
be entered. Enter the particulars of instrument(s) on
which stamp duty is paid.

Select the mode of payment of stamp duty; and enter the

name of vendor, serial number of stamps, and
registration number of vendor, date and place of
purchase of stamps.
Name of vendor shall be mandatory to enter in case
amount of stamp duty is greater than or equal to Rs.50/.

Registration number of vendor shall be mandatory to

enter in case amount of stamp duty is greater than or
equal to Rs. 50/- and mode of payment is Manual.
Place of purchase of stamps or stamp paper shall be
mandatory to enter in case mode of payment of stamp
duty is ‘Manual’.
To be digitally Verification In case of Indian Company, select the first check box
signed by and enter the serial number and date of board resolution
authorizing the signatory to sign and submit the
application.
In case of foreign company, select the second check box.
DSC In case category of applicant is Company, the eForm
should be digitally signed by director or manager or
secretary or CEO or CFO of the Indian company duly
authorized by the board of directors.
OR

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

S. No/ Field Name Instructions

Section Name
In case category of applicant is Foreign Company, the
eForm should be digitally signed by the authorized
representative.

OR

In case category of applicant is Others, if the application

is filed for compounding of offense by an individual who
does not have a digital signature, the eForm can be
digitally signed by a chartered accountant or cost
accountant or company secretary (in whole-time
practice) authorized by the board of directors.
DIN or Income-tax PAN  In case the person digitally signing the eForm is a
or Membership number Director - Enter the approved DIN.
 In case the person digitally signing the eForm is
Manager, Chief Executive Officer (CEO) or Chief
Financial Officer (CFO), Authorized representative
or others - Enter valid income-tax PAN.
 In case the person digitally signing the eForm is
Company Secretary - Enter valid membership
number.
 In case of form being certified by practicing
professional, Enter valid membership number.
Attachments  Board resolution passed for the purpose of making an application
 Scheme of arrangement, amalgamation if application is filed for amalgamation
 Detailed application is required to be attached in all the cases of filing
 Copy of notice received from RoC or any other competent authority
 Any other information can be provided as an optional attachment

In case of compounding of offence, the detailed application should contain the

following details:
 Detailed application
 General profile and history of the company containing details such as name,
date of incorporation, main objects of the company
 Facts of the case mentioning nature of offence and period of default
 Whether the offence is made good, if yes then how and when (i.e. the date
where applicable)
 Prayer to compounding authority for compounding of offence

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

S. No/ Field Name Instructions

Section Name
In case of extension of annual general meeting, the detailed application should
contain the following details:
 Reasons of extension
 Period for which extension is required (Note: It should not exceed three
months)

In case of extension of financial year, the detailed application should contain

the following details:
 Reasons for extension of financial year
 Period for which extension is required (Note: It should not exceed three
months)

Any other information can be provided as an optional attachment(s).

Common Instructions to fill eForm

Buttons Particulars
Pre-Fill The Pre-fill button can appear more than once in an eForm. The button
appears next to a field that can be automatically filled using the MCA
database.

Click this button to populate the field.

Note: You are required to be connected to the Internet to use the Pre-
fill functionality.
Attach Click this document to browse and select a document that needs to be
attached to the eForm. All the attachments should be scanned in pdf
format. You have to click the attach button corresponding to the
document you are making an attachment.
In case you wish to attach any other document, please click the optional
attach button.
Remove Attachment You can view the attachments added to the eForm in the List of
attachment field.

To remove any attachment from the eForm, select the attachment in the
List of attachment field and click the Remove attachment button.
Check Form 1. Click the Check Form button after, filling the eForm. System
performs form level validation like checking if all mandatory fields
are filled. System displays the errors and provides you an
opportunity to correct errors.
2. Correct the highlighted errors.

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

Buttons Particulars
3. Click the Check Form button again and. system will perform form
level validation once again. On successful validations, a message is
displayed “Form level pre scrutiny is successful”.
Note: The Check Form functionality does not require Internet
connectivity.
Modify The Modify button is enabled, after you have checked the eForm using
the Check Form button.

To make changes to the filled and checked form:

1. Click the Modify button.
2. Make the changes to the filled eForm.
3. Click the Check Form button to check the eForm again.

Pre scrutiny 1. After checking the eForm, click the Prescrutiny button. System
performs some checks and displays errors, if any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no errors, a message
is displayed “No errors found.”

The Prescrutiny functionality requires Internet Connectivity.

Submit This button is disabled at present.

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

Part III - Important Points for Successful Submission

Fee Rules
S. Purpose Normal Fee Additional Fee Logic for Additional
No. (Delay Fee) Fees

Event Date Time limit(days)

for filing
1. Form for Annexure A #N/A #N/A #N/A
filing an
application to
Registrar of
Companies

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or
notification issued thereunder.

Processing Type
The eForm will be processed by the office of Registrar of Companies (Non STP).

SRN Generation
On successful submission of the eForm GNL-1, SRN will be generated and shown to the user
which will be used for future correspondence with MCA.

Challan Generation
On successful submission of the eForm GNL-1, Challan will be generated depicting the details of
the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has
been filed.

Email
When an eForm is processed by the authority concerned, an acknowledgement of the same is sent
to the user in the form of an email to the email id of the company.

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

Annexure A

No fee applicable for two purposes- “Amalgamation- others” and “Declaring a defunct
company”

Fee applicable for following purposes-

1. Amalgamation- Govt. Company, Normalizing a dormant company or others
Application made Other than OPC OPC & Small
& Small company company
(i) By a company having an authorized share
capital of: 2,000 1,000
a) Up to Rupees 25,00,000 5,000 2,500
b) Above Rupees 25,00,000 but up to Rupees
50,00,000
c) Above Rupees 50,00,000 but up to Rupees 10,000 N/A
5,00,00,000
d) Above Rupees 5,00,00,000 but up to 15,000 N/A
Rupees 10 crore or more
e) Above Rupees 10 crore 20,000 N/A
(ii) By a company limited by guarantee but not 2,000 N/A
having a share capital

(iii) By a company having a valid license issued 2,000 N/A

under section 8 of the Act (Section 8 Company)

2. Compounding of offences, extending the period of annual accounts, extension of period of

AGM
In case of Company having share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
In case of Company not having share capital

Fee applicable
Rupees 200 per document

Back

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

Annexure B

Disclaimer- All initiatives have been taken to make the database in respect of stamp duty as
authentic as possible. However, users are requested to refer the relevant Stamp Act/ Rules of the
concerned State/ Union Territory Government for the authentic version. Along with the above,
Ministry of Corporate Affairs or its service provider shall not be responsible for any loss to any
person caused by any shortcoming, discrepancy or inaccuracy in the information regarding such
database on the website of MCA. Any discrepancy found on this website may be brought to the
notice of MCA.
For the states/ union territories for which stamp duty rules are not provided below, please
refer the relevant Stamp Act for the stamp duty rules.

State Stamp duty applicable in case of application for 'Compounding of

offences'
Andhra Pradesh Rs 20/- for affidavit in support of petition/application
(Multiples of 10 due to multiple affirmations)
Kerala Rs.25/- for affidavit
Lakshadweep Rs.25/- for affidavit
Karnataka Nil
Puducherry Nil
Delhi Rs.10/- For Affidavit for each applicant and
Court fee of Rs.5/- on each application
Haryana Nil
Uttar Pradesh Nil
Uttarakhand Court fee stamp of Rs.2/- on application
Affidavit by each applicant on stamp paper of Rs.20/- in support of
application
Rajasthan Affidavit - Rs.10/- Non Judicial stamp
Petition- Rs. 4/- Court fee stamp
Punjab Rs.15/- for affidavit
Himachal Pradesh Rs.3/- for affidavit
Chandigarh Rs.3/- for affidavit
Maharashtra Rs 100/- for affidavit
Rs.200/- for indemnity bond
Orissa Rs 10/- for affidavit verifying application
Goa Rs.20/- for POA
Daman and Diu Rs.20/- for POA
Assam Nil
Meghalaya Nil
Manipur Nil
Nagaland Nil

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 Instruction Kit for eForm GNL-1
(Form for filing an application with Registrar of Companies)

State Stamp duty applicable in case of application for 'Compounding of

offences'
Tripura Nil
Arunachal Pradesh Nil
Mizoram Nil
Gujarat Rs.20/- for affidavit
Dadra and Nagar Rs.1/- for affidavit
Haveli
Madhya Pradesh Affidavit- Rs.10/- by each applicant
Chattisgarh Affidavit- Rs.10/- by each applicant

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