K was appointed as a Company Secretary of FGH Ltd. a newly established company, manufacturing toys. Its Annual Return was filed 3 months after the date of AGM with ROC. Management of FGH Ltd. was of view that signing of

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2025
K was appointed as a Company Secretary of FGH Ltd. a newly established company, manufacturing toys. Its Annual Return was filed 3 months after the date of AGM with ROC. Management of FGH Ltd. was of view that signing of the annual return as per section 92(1) is to be done by the Company Secretary in Practice and not by the Company Secretary who was employed. Management was in a dilemma as what to do, guide them for all the following confusions: Whether annual return to be reviewed/verified by a different professional before it is certified.

Answer & Explanation:

(iv) As a good practice, it is advisable to have the Annual Return reviewed/verified by a different professional before it is certified, as part of maker and checker concept for independent verification of the Returns being certified. These two different signing mechanisms include one for the purpose of signing under section 92(1) and the other for certification under section 92(2) of the Companies Act, 2013 by a practicing Company Secretary, if the company falls under the prescribed class.

Topics: Companies Act, 2013

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