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Jayanta Bandyopadhyay   05 October 2026

Gnl-1 for extension of agm

Our board had 2 Govt nominees-Chief Finance Secretary and DGP ,IPS. Govt has issued notification towards appointment as nominees.  Since they are high profile officers of State, they attend BOARD meetings only once a year and their DIR 12 remains pending over last 3 years. Hence MGT7,7A are pending since 23-24, though AGM, Audit are in place.  As we now approach ROC to extend AGM to Nov, Dept refuses GNL-1 approval. All other directors files are up to date. Can we file MGT7,7A with existing directors  keeping aside Govt nominees. Please guide. Regards 



Quick Summary
A company is facing difficulties obtaining GNL-1 approval to extend their Annual General Meeting (AGM) deadline. This is due to pending DIR-12 filings for two government nominees who are high-profile state officials and rarely attend board meetings. The ROC is refusing the GNL-1 extension until DIR-12 is updated, but accessing the nominees for this is proving challenging. The company is seeking advice on how to proceed, including whether MGT7 and 7A can be filed with existing directors while excluding the government nominees.

 5 Replies

Dr. J C Vashista (Advocate )     06 October 2026

What is the opinion and advise of  the chartered seceratary of your company ?

Jayanta Bandyopadhyay   06 October 2026

Respected Sir,

He opines that in V3 Portal , DIR 12 is compulsory for all directors incl of Govt Nominees on board. Unless it is updated, MGT7 & 7A can not be filed. So, GNL1 is withheld by ROC to extend AGM dateline to 28 Oct.

My submission is that Chief Secretary & Director General of Police are high profile officers of State.. Their Phone no, email id are confidential..We can not access them at ease..They do not attend Board Meeting,General Body Meeting. Rarely once in 2-4 years..Can we upload Govt notification towards their appointment under DSC of other regular directors..They are on board of many PSUs. Kindly guide as we are running short of time to get GNL1 approved. With kind regards, J Bandyopadhyay 

T. Kalaiselvan, Advocate (Advocate)     06 October 2026

The ROC often rejects or places Form GNL-1 on hold if the master data on the MCA portal does not reflect the current Board structure or if previous statutory defaults (like non-filing of DIR-12 for board changes) exist.

File Form DIR-12 using the DSC of an existing active director. Attach the government nomination letter instead of waiting indefinitely for personal signatures/DIR-2 forms from the state officials.

Once DIR-12 is filed (and SRN generated), immediately update the ROC with the SRN so they can clear the pending Form GNL-1 for the AGM extension.

Report the attendance of the government nominees accurately (even if "0 meetings attended").

Have the form digitally signed by the available, active functional directors.

The Company law compliances are subject to procedural discretion by individual jurisdictional ROCs. It is advised to consult a practicing Company Secretary (PCS) to submit a formal representation to the ROC.

Jayanta Bandyopadhyay   07 October 2026

Sirs,

Is there any way out to avoid, as Govt nominees being high profile officers never attends BM,AGM - rarely once 3 years. Govt nomination goes by position say Chief Secretary,Director General of Police. 

Company secretary cites V3 portal issue.

Reality is opposite. Write to MCA, ROC- no response.

What best can be done.

Please guide 

Regards,

SHIVKUMAR AGNIHOTRI, ADVOCATE, (Advocate )     09 October 2026

1.   Why are you giving too much stress on High profile officers. They have been appointed by the Govt notification.

2.  You have to write to their office with reference to the government notification and apprise them the statutory requirement to complete the required documents/ information needed for filling with ROC. You may send the necessary documents papers where their signatures are required.

3.  High profile officers never refused or declined to complete the necessary statutory requirement if it applicable. In any way you will get the proper reply.


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