A. CORE ATTACHMENTS (MANDATORY FOR ALL CASES)

1. Detailed Compounding Application

A detailed application explaining the offence, prepared in triplicate (three copies).The application must include:

• General profile and history of the company (name, date of incorporation, main objects)
• Factual description of the case (nature of the offence, period of default)
• The specific section violated and the section under which the default is punishable, along with applicable penalty details
• Details of how the default has been rectified, including the date of rectification
• Prayer to the compounding authority for compounding of the offence

2. Certified Copy of Board Resolution

A certified true copy of the Board Resolution authorising:

• Filing of the compounding application
• A director or officer to sign and submit the application
• Appointment of professionals (Company Secretary/Chartered Accountant/Lawyer) to appear before the authority

Note: If the Board Resolution requires filing of Form MGT-14, ensure that MGT-14 is filed before submitting GNL-1.

3. Affidavit Verifying the Application/Petition

A notarised affidavit affirming the truth and correctness of the facts stated in the compounding application.

4. Memorandum of Appearance or Power of Attorney / Vakalatnama

• Memorandum of Appearance (if a legal professional is engaged)

Power of Attorney authorising the representative to appear before the Regional Director or NCLT

• Alternatively, a Vakalatnama in Form No. NCLT-12 (where applicable)

5. Evidence of Rectification of Default

Proof that the default has been made good before filing the compounding application.This may include:

• Confirmation of late filings having been completed
• Payment receipts for additional fees
• Any other documents demonstrating compliance

6. Digital Signature Certificate (DSC)

Valid Digital Signature Certificate of the director or other officer authorised to sign e-Form GNL-1.

B. ATTACHMENTS REQUIRED IN SPECIFIC CASES

7. Copy of Notice from RoC or Competent Authority (If Applicable)

If the compounding application is filed in response to a notice received from the Registrar of Companies or any other competent authority, a copy of such notice must be attached.

8. Copy of Memorandum & Articles of Association (MOA & AOA)

Some authorities require a copy of the company's MOA and AOA.

9. Financial Statements

Financial statements of the company for the three financial years preceding the application may be required.

10. List of Directors and Shareholders

A latest list of directors and shareholders may be required in certain cases.

11. Proof of Payment of Application Fee

Receipt or challan evidencing payment of the prescribed application fee (₹1,000 for e-Form GNL-1).

12. Authorisation Letter for Authorised Representative

A formal authorisation letter where an officer of the company, legal counsel, Company Secretary, Chartered Accountant, or Cost and Management Accountant is authorised to appear before the authority.

13. Any Other Documents as Required

Any other supporting documents based on the specific requirements of the case or the compounding authority.

1. Rectify Default First: The default must be made good before filing the compounding application.

2. One Offence Per Application: Different offences require separate applications; they cannot be combined in a single form.

3. Jurisdiction:

• • Regional Director (RD) — where the maximum fine does not exceed ₹25 lakh
  • National Company Law Tribunal (NCLT) — where the maximum fine exceeds ₹25 lakh

4. Three-Year Bar: Compounding is not permitted if a similar offence has been compounded within the preceding three years

5. Non-Compoundable Offences: Offences punishable with imprisonment only, or with imprisonment and fine, are not compoundable.

6. Post-Order Filing: After the compounding order is passed, the company must intimate the Registrar of Companies through Form INC-28 within 7 days of receiving the order.