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Compliance Management, Audit and Due Diligence · Signing and Certification

Signing of the Annual Return under Section 92

Updated 11 October 2026 · Fact-checked

Under Section 92(1), the annual return is signed by a director and the company secretary, or by a director and a company secretary in practice if there is no company secretary. For a One Person Company and a small company, the company secretary signs, or the director if there is none.

Understand Signing of the Annual Return

The annual return is a statement of facts about the company as they stood on the close of the financial year. It covers the registered office, business activities, holding, subsidiary and associate companies, shares and shareholding pattern, members, directors and KMP, meetings, remuneration, penalties and compliance matters. Section 92 sets out its contents.

Signing is about who takes responsibility for the return. The last part of Section 92(1) says the return must be signed by a director and the company secretary. If the company has no company secretary, a company secretary in practice signs in place of the company secretary. The director still signs.

There is a proviso for smaller entities. For a One Person Company (OPC) and a small company, the return is signed by the company secretary, or, where there is no company secretary, by the director. So these companies need not bring in a practising CS just to sign.

Do not mix up signing with certification. Signing is done by the persons named in Section 92(1). Certification under Section 92(2) is a separate step. A listed company, or a company with prescribed paid-up capital or turnover, must have its return certified by a company secretary in practice. The certificate states that the return discloses the facts correctly and adequately and that the company has complied with all the provisions of the Act.

The Act also lets the Central Government prescribe an abridged form of annual return for OPCs, small companies and other prescribed classes. That changes the form, not who signs.

Key rules to remember

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.

How to solve Signing of the Annual Return questions

Use this order for any question on who signs or certifies the annual return.

  1. 1Identify the type of company: ordinary private or public, OPC, small company, or listed company.
  2. 2Check whether the company has a company secretary in employment.
  3. 3Apply the signing rule. Ordinary company: director plus company secretary. OPC or small company: company secretary, or the director if none.
  4. 4If an ordinary company has no company secretary, name a company secretary in practice to sign along with the director.
  5. 5Separately check whether certification under Section 92(2) applies (listed company or prescribed paid-up capital or turnover). If yes, a CS in practice certifies.
  6. 6Check filing: 60 days from the AGM date, with reasons if no AGM was held.
  7. 7State consequences if the facts show a default: Section 92(5) penalty, or Section 92(6) for improper certification.
  8. 8Write the conclusion in one clear line naming the signatories.

Quickest way: Three-question check

When to use it: When a case question gives a company type and asks who should sign, and time is short.

  1. Is it an OPC or small company? If yes: company secretary, else director.
  2. If no: director plus company secretary, else director plus CS in practice.
  3. Is it listed or above the prescribed threshold? If yes, add a CS in practice certificate as a separate point.

Common mistakes in Signing of the Annual Return

  • Saying a CS in practice replaces both signatories when there is no company secretary.

    Students read the proviso loosely.

    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.

    The proviso is overlooked.

    Fix: For OPCs and small companies, the company secretary signs, or the director if there is none.

  • Treating signing and certification as the same thing.

    Both involve a company secretary.

    Fix: Signing is under Section 92(1). Certification by a CS in practice is under Section 92(2) and applies only to listed companies and companies meeting the prescribed capital or turnover.

  • Saying the company secretary in practice signs for every company without a CS, including OPCs.

    Mixing the main rule with the proviso.

    Fix: For OPCs and small companies, a missing company secretary means the director signs.

  • Quoting the wrong filing period or penalty.

    Memorising old figures.

    Fix: Use 60 days from the AGM and the amounts in Section 92(5): ₹10,000 plus ₹100 per day, capped at ₹2,00,000 for the company and ₹50,000 for the officer.

Worked examples

Example 1

Meridian Components Ltd, an unlisted public company that is not a small company, has no company secretary on its rolls. Who must sign its annual return under Section 92?

Show the solution
  1. Type of company: ordinary company, so the general rule in Section 92(1) applies, not the OPC or small company proviso.
  2. The rule requires a director and the company secretary.
  3. The company has no company secretary, so a company secretary in practice signs in that place.
  4. The director still signs.

Answer: The annual return must be signed by a director and a company secretary in practice.

Example 2

Kaveri Crafts (OPC) Private Limited is a One Person Company with a sole director, Mr Anil Rao, and no company secretary. Who signs the annual return, and does a CS in practice have to certify it merely because the company is an OPC?

Show the solution
  1. The company is an OPC, so the first proviso to Section 92(1) applies.
  2. The proviso says the company secretary signs, or, where there is none, the director.
  3. There is no company secretary, so the director, Mr Anil Rao, signs.
  4. Certification under Section 92(2) applies to a listed company or a company with prescribed paid-up capital or turnover. Being an OPC does not by itself trigger it.
  5. So a CS in practice certifies only if the company meets the prescribed threshold.

Answer: Mr Anil Rao signs as the director. A CS in practice certificate is needed only if the company meets the prescribed paid-up capital or turnover threshold under Section 92(2), not merely because it is an OPC.

Exam tips

  • 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.
  • Add the filing deadline and penalty briefly when the facts hint at delay.
  • Conclude with a named person or role, not a vague statement.

Practice questions from Signing and Certification

Signing of the Annual Return in other exams

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

Signing of the Annual Return: frequently asked questions

Who signs the annual return MGT-7?

In an ordinary company, a director and the company secretary sign. If there is no company secretary, a company secretary in practice signs along with the director. OPCs and small companies follow the proviso.

Who signs the annual return of an OPC or small company?

The company secretary signs. Where there is no company secretary, the director signs.

What is the difference between signing and certification of the annual return?

Signing under Section 92(1) is by the director and company secretary, or the persons named for OPCs and small companies. Certification under Section 92(2) is by a CS in practice, for listed companies and companies meeting a prescribed capital or turnover limit.

What happens if the annual return is filed late?

The company and every officer in default face a penalty of ₹10,000, plus ₹100 for each day after the first. The cap is ₹2,00,000 for the company and ₹50,000 for an officer.