Financial year 2014-2015 onward, company has to file form MGT7 as its annual return before the time limit as specified in Companies Act 2013. Before filing, form MGT7 is required to be digitally signed on behalf of the company by using authorised person’s digital signature certificate or DSC.
Today, we will be discussing provisions of Companies act 2013 to know who shall sign annual return of a company and when company’s annual return is required to be certified by a company secretary.
As per section 92 of Companies Act 2013, annual return for a company has to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.
In case of listed companies or companies having paid up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more, company’s annual return shall be certified by a company secretary in practice stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of Companies Act 2013.
As per rule 11 of Companies (Management and Administration) rules, 2014, such certification by company secretary shall be in form MGT8.
Section 92(2) of Companies Act 2013 provides for certification of annual returns by listed companies and companies having prescribed paid up capital and turnover. However, MCA has issued Companies 2nd (Removal of Difficulties) Order, 2014 whereby the word “AND” used between paid up capital and turnover for certification of annual return has been replaced by the word “OR”.
From financial year 2014-2015 onwards company’s annual return is required to be signed by one director instead of two directors as required earlier under Companies Act 1956 along with company secretary. Where there is no company secretary by a company secretary in whole time practice.
In case of One Person Companies and small companies, the annual return shall be signed by the company secretary or where there is no company secretary, by the director of the company.
