Form for Submission of Documents with The Registrar [Form GNL-2]

Introduction:

The activities of the companies incorporated in India are monitored by the Ministry Of Corporate Affairs (MCA). There are certain requirements to file some documents with the ROC during the normal course of business. When there is no prescribed form available to be filed then the company shall file Form GNL-2.[1] It is generally used for the submission of Prospectus of Company before issuing fresh shares, submission of offer letter(PAS-4) in Private placement cases, and Inviting deposits by furnishing circulars.

Laws Governing the e-Form

Form GNL-2 is filed as prescribed in the Companies Act, 2013 and Companies Act, 1956. The purpose of the form is to ensure that the company is enabled to file a certain type of documents with the Registrar of companies. If there exists n prescribed e-Form then the Company or the liquidator shall file the documents with the Registrar through Form GNL-2. This is Form 62 as per the Companies Act, 1956.

Documents to be Filed with The Registrar

Prospectus

The Company has a legal document that includes the information and full details regarding the investments made for sale to the public. This is required to be filed with the Securities and Exchange Commission(SEC). It contains the company’s summary in relation to its history and present dealings. It also reflects the future operations that a Company might wish to put upon. It serves as an invitation to the public in general in order to subscribe to the shares and debentures. It also includes the terms and conditions on which the investment has been done.

Information Memorandum

It is aimed at the investors/buyers of a company. It encourages prospective buyers to invest in the business. It helps establish transparency. It is lengthy in nature as it contains all detailed information about the assets, liabilities, financial position, market position, target market, strategies, etc. It is important to include the data logically and coherently. The document is a mirror reflection of the company’s commitment. The document provides for a holistic view of the company’s operations that seeks investment.

Private Placement Offer Letter

It is a document comprising of the sale of stock shares to the investors who have been selected beforehand rather than selling to the open market. It is an alternative to the IPO. Fresh and new companies can remain in private and avoid the regulations and annual disclosure requirements by the way of opting for the mentioned document. It makes the process speedier in a way because the regulations that are required to be followed are less time-consuming and save the expense of SEC registration. Hence, makes the company receive the funding sooner.

Record of a Private Placement Offer to be kept by the Company

The company is required to keep the record or a copy of the PPO as evidence to be shown for future references.

Circular for inviting deposits

The company shall issue a circular for inviting deposits. It shall contain all the required information regarding investment matters.

Circular in the form of Advertisement for inviting Deposits

The company must invite the deposits by the way of advertisement. The most common form is through the newspaper. The company must have a circular printed in the form of an advertisement for future reference. This validates the authenticity of the Company and acts as proof of the company’s existence.

Return of Deposits

Form DPT 3 must be filed as it is a document for the return of deposits that the company has to file in order to furnish the information about all the deposits that have been made or/and the outstanding receipt of borrowings or money other than deposits.

Declaration of Solvency

When a company wishes to liquidate itself voluntarily, then it requires the directors of the company to give a declaration of solvency. It states the solvency of the company and is a statutory declaration saying that the company will be able to pay its debts as prescribed in the DoS. There exist repercussions if the declaration stands to be false in any way.

Form 149 of the Companies (Court) Rules, 1959

The form is regarding the voluntary declaration by the member with respect to the winding-up embodying a statement of assets and liabilities as per Section 488(Company Court Rules,1959).

Form 152 of the Companies (Court) Rules, 1959

It contains the Notice of Liquidator’s appointment by the members/creditors pursuant to section 516(Company Court Rules, 1959).

Form 153 of the Companies (Court) Rules, 1959

The form provides clear instructions in regard to the preparation of the statement of account. The gross proceeds of sales are required to be entered as it is compulsory to mention the realizations and payments incidental to the sales.

Form 156 of the Companies (Court) Rules, 1959

It is the members/creditors voluntarily winding up the liquidator’s statement of account.

Instructions to fill the e-Form

At the field level, only the details that are important and required are to be filled in. If there is a requirement to file MGT-14 in relation to the resolution passed for the filing of this application then it should be ensured that filing of e-Form MGT-14 precedes the filing of this form.[2]

Corporate Identity Number of the Company(CIN): The CIN can be found out by entering the existing registration number in the option of Find CIN services as given under the menu of MCA services on the MCA website. Hence, after finding the CIN, enter it into the mentioned field in the Form.

Pre-Fill: By clicking the pre-fill button it would enable the form to automatically take into account the name and registered office address of the Company.

Mention the document that is being filed through this form and if ‘others’ then specify the details of documents being filed.

MGT-14 details: Fill in the details of Form MGT-14 with respect to the filing of a prospectus.

Required Sections: By selecting the other option in field 3 enter the sections of the Companies Act, 2013 of Companies Act, 1956 under which the document is filed.

Document Details: Enter the details of the document that is being filed. The nature and purpose of filing the document shall be mentioned in that field.

Date of Events: As to be filed in field 9, if the case is of return deposits then it will be automatically generated and displayed. This will be the end date of the financial year. Similarly, in the case of passing a resolution, the form will automatically generate the date of the event.

• Form 149 shall require the date of board resolution in the case of winding up of the company.
• Form 152 requires the date of appointment of the liquidator.
• Form 153 and 154 will consist of the date of commencement of the winding-up process of the company. Form 156, closure of winding up.
• Form 157 and 158 will contain the date of final winding up a meeting.
• In Form 159, the date of completion of winding up will be entered.

Date of Financial Year: Enter the date of the financial year from start to end to which the documents relate- ‘return of deposits’.

Digital Signatures

Verification: Date of Board Resolution should be entered authorizing the Signatory to submit the application after digitally signing it.

DSC: The Form is required to be signed digitally by the Director, Manager or Company Secretary or Chief Executive Officer or CFO of the company who is authorized by the Board of Directors. There exists an exemption wherein the documents are being filed under Companies (Court) Rules,1959 in which the form shall be digitally signed by the Liquidator(s) of the Company.

DIN or Membership Number: Approved DIN is entered in the case of the Director signing the Form. Valid Income Tax PAN/Approved DIN is required if the form is digitally signed by the Manager, CEO, or CFO. Whereas in case of a Company Secretary signing the Form, requires a valid membership number.

Attachments

• A copy of  Private Placement Offer Letter or Prospectus or Information Memorandum or any records private to be kept by the company.
• Form 149/152/153/154/156/157/158/159 of Companies(Court) Rules, 1959.
• Declaration of solvency, Form SH-9.
• Advertisement for inviting deposits to show the return of deposits/circular for inviting deposits.
• If there are any optional attachments, then they can be provided as additional information.

Conclusion

There are a few points that should be kept in mind while filling the form. The fee receipt shall be as per Annexure A for filing an application to the Registrar of Companies. The fees that are payable are subject to changes. It can be in accordance with the Companies Act, 2013 or any other rule or regulation that is made or notified thereunder. The processing might take some time as the office of the Registrar of Companies processes the e-Form and then generates the SRN. SRN will be generated on successful submission of the e-Form and would be shown to the user which could be used for future purposes with MCA. A challan will be generated on the successful submission of the e-Form GNL-2. It would consist of the details of the transaction of fees paid by the user to MCA. It is a kind of acknowledgment to the user that the form has been successfully filed. An acknowledgment is sent through the mail also after the e-Form is processed by the concerned authorities.

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References:

[1] https://www.bsamrishindia.com/gnl-forms-under-companies-act-2013/ (28/07/2021)

[2] https://ca2013.com/wp-content/uploads/2020/02/MCA-Notification-19022020.pdf (28/07/2021)