Compliance Management, Audit and Due Diligence · Signing and Certification

Certification of Annual Return by Company Secretary in Practice (MGT-8)

Updated 11 October 2026 · Fact-checked

Under Section 92(2), the annual return of a listed company, or of a company with prescribed paid-up capital or turnover, must be certified by a company secretary in practice in the prescribed form (MGT-8). The certificate states that the return discloses the facts correctly and adequately and that the company has complied with all provisions of the Act.

Understand Certification by Company Secretary in Practice

Every company prepares an annual return under Section 92. It records the position at the close of the financial year: registered office, business activities, holding, subsidiary and associate companies, shares and securities, members, directors, KMP, meetings, remuneration, penalties and other prescribed matters.

For most companies, the return is signed by a director and the company secretary. For bigger companies, signing is not enough. Section 92(2) adds an independent check: a company secretary in practice must certify the return. This gives the Registrar and the public some assurance that the return is accurate and that the company has followed the Act.

The companies covered are two groups: listed companies, and companies having such paid-up capital or turnover as may be prescribed. The Act itself does not give the thresholds. They sit in the rules. Check the current Companies (Management and Administration) Rules for the figures before you quote them. In the exam, state the rule from the section and say the limits are prescribed.

The certificate is in the prescribed form, commonly called MGT-8. The practising CS must say two things: the annual return discloses the facts correctly and adequately, and the company has complied with all the provisions of the Act. To say this, the CS must examine registers, minutes, filings and returns, and form an opinion on evidence.

There is a penalty for a careless certificate. If the CS certifies otherwise than in conformity with the section or the rules, Section 92(6) makes the CS liable to a penalty of two lakh rupees. The company is separately exposed under Section 92(5) if it files the return late.

Key rules to remember

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.

How to solve Certification by Company Secretary in Practice questions

Use this order for any question on certification of the annual return.

1Identify the company: listed, or private/public unlisted. Note its paid-up capital and turnover from the facts.
2Check whether Section 92(2) applies: listed, or paid-up capital or turnover at or above the prescribed limits. If the limits are not given, say they are prescribed by the rules.
3State who certifies: a company secretary in practice, not an employee CS, in the prescribed form (MGT-8).
4State what the certificate says: facts disclosed correctly and adequately, and compliance with all provisions of the Act.
5Apply the facts: note any late filings, missing registers or unreported changes that affect the certificate.
6Add the filing and penalty position: 60 days from the AGM under Section 92(4); Section 92(5) for the company; Section 92(6) for the CS.
7Conclude clearly: certification required or not, who signs, and the consequence of the default.

Quickest way: Four-line certification check

When to use it: Short case questions where you have a few minutes.

Line 1: Is the company listed or above the prescribed paid-up capital or turnover limits? If yes, Section 92(2) applies.
Line 2: The return must be certified by a CS in practice in the prescribed form.
Line 3: The certificate states correct and adequate disclosure and compliance with all provisions of the Act.
Line 4: Name the penalty: ₹2,00,000 on the CS under Section 92(6) for improper certification; Section 92(5) for late filing by the company.

Common mistakes in Certification by Company Secretary in Practice

Saying every company needs a certificate from a practising CS.
Students mix up signing (all companies) with certification (bigger companies only).
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.
The limits are in the rules and have changed over time.
Fix: Say the limits are as prescribed. Give figures only if the question supplies them or you are sure of the current rule.
Letting the company's own CS give the certificate.
Students treat any CS as eligible.
Fix: The section says company secretary in practice. A CS in employment signs the return but does not certify it under Section 92(2).
Writing that the certificate covers only the annual return facts.
The certificate has two limbs and students remember one.
Fix: Always add the second limb: the company has complied with all the provisions of the Act.
Confusing penalties under Section 92(5) and 92(6).
Both penalties are around two lakh rupees.
Fix: Section 92(5) is for late filing and hits the company and officers in default. Section 92(6) is for the CS who certifies improperly.
Confusing MGT-8 with the secretarial audit report (MR-3) under Section 204.
Both are given by a CS in practice for bigger companies.
Fix: MGT-8 certifies the annual return and is filed with it. The secretarial audit report is annexed to the Board's report.

Worked examples

Example 1

Sunrise Textiles Ltd is a listed company. Its CS has signed the annual return along with a director. The Board asks whether any further certification is needed before filing. Advise.

Show the solution

Provision: Section 92(2) requires the annual return of a listed company to be certified by a company secretary in practice in the prescribed form.
Facts: Sunrise Textiles is listed, so the requirement applies whatever its paid-up capital or turnover. Signing by the director and CS under Section 92(1) is a separate requirement.
Analysis: The in-house CS cannot give this certificate. A practising CS must examine the records and certify.
Content: The certificate must state that the return discloses the facts correctly and adequately and that the company has complied with all provisions of the Act.
Filing: The return must be filed within 60 days of the AGM under Section 92(4).

Answer: Yes. Sunrise Textiles must obtain MGT-8 certification from a company secretary in practice. The certificate must state correct and adequate disclosure and compliance with the Act, and the return must be filed within 60 days of the AGM.

Example 2

A practising CS, Meera, certifies the annual return of a listed company without checking the registers of members. The registers were not updated and the return misstates shareholding. What is the consequence for Meera?

Show the solution

Provision: Section 92(2) requires the certificate to state that the return discloses the facts correctly and adequately and that the company has complied with the Act.
Facts: Meera certified without checking the registers. The shareholding in the return is wrong.
Analysis: The certificate was not given in conformity with the requirements of the section, because the statement of correct disclosure was made without a basis.
Consequence: Section 92(6) makes a CS who certifies otherwise than in conformity with the section or rules liable to a penalty of two lakh rupees.
Practical point: The CS should examine registers, minutes and filings and keep working papers before certifying.

Answer: Meera is liable to a penalty of ₹2,00,000 under Section 92(6). The company's separate liability depends on its own defaults, such as late filing under Section 92(5).

Exam tips

Begin with Section 92(2) and the two categories of companies, then the two statements in the certificate. This is a marks-bearing structure.
If the question gives no limits, write that the paid-up capital or turnover is as prescribed. Do not invent figures.
Distinguish clearly: signing (Section 92(1)), certification (92(2)), filing (92(4)), penalty on company (92(5)), penalty on CS (92(6)).
In case questions, link the facts to the certificate wording: was disclosure correct and adequate, and was the Act complied with?
Mention practical points: examine registers, minutes and filings, and keep working papers before certifying.

Practice questions from Signing and Certification

Certification by Company Secretary in Practice in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

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Certification by Company Secretary in Practice: frequently asked questions

What is MGT-8?

MGT-8 is the form in which a company secretary in practice certifies the annual return under Section 92(2). It states that the return discloses the facts correctly and adequately and that the company has complied with all provisions of the Act.

Which companies need MGT-8?

Listed companies and companies having such paid-up capital or turnover as may be prescribed. The thresholds are in the rules, so check the current rules for the figures.

Can the company's own CS certify the annual return?

No, not for this certificate. Section 92(2) requires a company secretary in practice. The company's CS and a director sign the return under Section 92(1).

What is the penalty for a wrong MGT-8 certificate?

Under Section 92(6), a company secretary in practice who certifies otherwise than in conformity with the section or rules is liable to a penalty of two lakh rupees.