CS Professional · Compliance Management, Audit and Due Diligence

Signing and Certification: formula sheet

Full chapter guide

Key formulas

Filing deadline: Within 60 days from the date of the AGM; If no AGM is held in the year, 60 days from the date on which the AGM should have been held, along with a statement of reasons for not holding it. Section 92(4).
Who signs: Director + company secretary (or CS in practice if no CS); For an OPC and a small company: the company secretary, or the director if there is no company secretary. Section 92(1) and its proviso.
Certification by PCS: Listed company or company of prescribed paid-up capital or turnover; Certified by a company secretary in practice in the prescribed form. Section 92(2).
Penalty for late filing: ₹10,000 + ₹100 per day after the first day; Applies to the company and every officer in default. Maximum ₹2,00,000 for the company and ₹50,000 for an officer in default. Section 92(5).
Penalty on PCS: ₹2,00,000; Where a PCS certifies the return otherwise than in conformity with the section or Rules. Section 92(6).
Extract in Board's report: Extract of annual return forms part of Board's report; Section 92(3), in the prescribed form.
General rule on signing: Annual return = signed by a director + the company secretary; Section 92(1). Applies to every company that is not an OPC or small company.
No company secretary (general case): Director + company secretary in practice; A CS in practice replaces the company secretary, not the director.
OPC and small company: Company secretary; if none, the director; First proviso to Section 92(1).
Certification (separate from signing): Listed company, or company with prescribed paid-up capital or turnover: certified by a CS in practice; Section 92(2). The certificate says the return discloses facts correctly and adequately and that the Act has been complied with.
Filing time: Within 60 days from the date of the AGM (or the date it should have been held); Section 92(4). If no AGM is held, a statement of reasons is filed along with the return.
Penalty for late filing: ₹10,000 on company and each officer in default, plus ₹100 per day after the first; cap ₹2,00,000 for company and ₹50,000 for officer; Section 92(5).
Penalty on CS in practice: ₹2,00,000; Section 92(6), for certifying otherwise than in conformity with the section or rules.
Who must get certification: Listed company OR company with prescribed paid-up capital or turnover → certification by a CS in practice; Section 92(2). The thresholds are in the rules, not the Act.
What the certificate must state: (1) Annual return discloses facts correctly and adequately; (2) company has complied with all provisions of the Act; Both statements are required. Quote them in answers.
Who certifies: Company secretary in practice, in the prescribed form; A company secretary in employment cannot give this certificate.
Filing time for the return: Within 60 days from the date of the AGM (or the date the AGM should have been held); Section 92(4). If no AGM is held, attach a statement of reasons.
Penalty on company for late filing: ₹10,000 + ₹100 per day after the first; maximum ₹2,00,000 (company) and ₹50,000 (officer in default); Section 92(5).
Penalty on CS for wrong certification: ₹2,00,000; Section 92(6): certifying otherwise than in conformity with the section or rules.
Time limit for filing: Within 60 days from the date of the AGM (or the date the AGM should have been held); Section 92(4). If no AGM is held, attach a statement of reasons.
Penalty for late filing: ₹10,000 + ₹100 per day after the first day of continuing failure; Section 92(5). Applies to the company and every officer in default.
Maximum penalty: Company: ₹2,00,000. Officer in default: ₹50,000; Section 92(5). Separate caps for each.
Days needed to reach the cap: Company: (₹2,00,000 − ₹10,000) ÷ ₹100 = 1,900 days after the first day. Officer: (₹50,000 − ₹10,000) ÷ ₹100 = 400 days after the first day.; So the company reaches its cap on day 1,901 of default, and an officer reaches the cap on day 401.
Penalty on CS in practice: ₹2,00,000 for certifying otherwise than in conformity with section 92 or the rules; Section 92(6).
Lesser penalty for OPC, small, start-up, Producer Company: Not more than one-half of the section 92(5) penalty. Effective caps: ₹1,00,000 (company) and ₹25,000 (officer); Section 446B. Half of ₹10,000 is ₹5,000. Section 446B also sets ceilings of ₹2,00,000 (company) and ₹1,00,000 (officer), but half of the section 92(5) caps is lower, so those ceilings never bind for an annual return default.
Relief on rectification: No penalty if default under section 92(4) is rectified before, or within 30 days of, the adjudicating officer's notice; Proviso to section 454(3).

Quick revision

The annual return is prepared in the prescribed form with particulars as on the close of the financial year.
It covers the registered office, business activities, holding, subsidiary and associate companies, shares, debentures, shareholding pattern, members, directors, KMP, meetings, remuneration and penalties.
General signing rule: a director and the company secretary, or a company secretary in practice if there is no company secretary.
For a One Person Company and a small company: signed by the company secretary, or by the director if there is no company secretary.
The Central Government may prescribe an abridged form for One Person Companies, small companies and other classes.
A listed company, or a company with prescribed paid-up capital or turnover, must have the return certified by a company secretary in practice.
An extract of the annual return forms part of the Board's report.
Filing with the Registrar is due within sixty days from the AGM date, or the date the AGM should have been held.
Late filing: penalty of ₹10,000 on the company and each officer in default, plus ₹100 per day after the first, capped at ₹2,00,000 for a company and ₹50,000 for an officer.
Wrong certification by a company secretary in practice attracts a penalty of ₹2,00,000.
Under Section 446B, a One Person Company, small company, start-up company or Producer Company pays at most half the stated penalty, subject to ₹2,00,000 for a company and ₹1,00,000 for an officer.
Under Section 454, no penalty is imposed for a Section 92(4) default if it is rectified before, or within thirty days of, the adjudicating officer's notice.

Common mistakes

Counting 60 days from the end of the financial year. Fix: The clock runs from the date of the AGM, or the date it should have been held.
Saying every company's return needs a PCS certificate. Fix: Certification applies to a listed company or a company with the prescribed paid-up capital or turnover.
Saying a CS in practice replaces both signatories when there is no company secretary. Fix: Remember the director always signs in an ordinary company. Only the company secretary's place is taken by a CS in practice.
Applying the ordinary signing rule to an OPC or small company. Fix: For OPCs and small companies, the company secretary signs, or the director if there is none.
Saying every company needs a certificate from a practising CS. Fix: Link certification to listed companies and companies with prescribed paid-up capital or turnover only.
Quoting exact paid-up capital and turnover limits from memory as if they were in the Act. Fix: Say the limits are as prescribed. Give figures only if the question supplies them or you are sure of the current rule.
Calling the section 92(5) consequence a fine or imprisonment. Fix: Write that it is a penalty. Section 92(5) has no imprisonment.
Charging ₹100 per day from day one. Fix: Penalty is ₹10,000 plus ₹100 for each day after the first. So 11 days of delay gives ₹10,000 + ₹1,000 = ₹11,000.

Exam tips

Write the section number with each point: 92(1) contents and signing, 92(2) certification, 92(3) Board's report, 92(4) filing, 92(5) penalty, 92(6) PCS penalty.
In case questions, first classify the company. The signing and abridged-form answers depend on it.
Show the penalty arithmetic and mention the caps. This earns easy marks.
Mention the extract in the Board's report. Many students leave it out.
Close with a practical step: file with additional fees and put the return on record.
Begin every answer by naming the company type. The signatories depend on it.
Write the rule and its exception: general rule, then the OPC and small company proviso.
If the question mentions a listed company, add the Section 92(2) certification point separately.