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CS Professional · Compliance Management, Audit and Due Diligence · Signing and Certification

Sundaram Textiles Ltd, a listed company, has a full-time company secretary on its rolls. The Board proposes that the annual return be signed by a director and the company secretary and then filed without any outside certification. Under section 92, what is the correct position?

A listed company's annual return must be certified by a company secretary in practice under section 92(2), even if it has its own company secretary. The in-house secretary only signs the return along with a director; certification is a separate requirement.

  1. ANo outside certification is needed because the company has its own company secretary
  2. BThe annual return must also be certified by a company secretary in practice, since the company is listedCorrect
  3. CThe annual return must be certified by a chartered accountant in practice
  4. DCertification is needed only if the company has no company secretary

Explanation

Section 92(2) requires the annual return of a listed company (or a company with prescribed paid-up capital or turnover) to be certified by a company secretary in practice. Having an in-house secretary only decides who signs the return with the director; it does not remove the certification requirement. The option linking certification to the absence of a secretary confuses signing with certifying.

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