Vijay is the Company Secretary of Gemmy Ltd. which is having an annual turnover of ₹500 crore for last three financial years. As part of annual certifications, he asked Mohan, a Practicing Company Secretary (PCS) to sign

According to section 92(1) of the Companies Act, 2013, every company shall prepare an annual return in the prescribed form containing the particulars as they stood on the close of the financial year regarding the matters provided in this section and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. Under section 92(2) of the Companies Act, 2013 read with rule 11(2) of the Companies (Management and Administration) Rules, 2014, the Annual Return of a listed company or of a company having a paid up share capital of ₹10 crore or more or turnover of ₹50 crore or more shall be certified by a Company Secretary in whole time practice in the Form No. MGT-8. Annual Return certification by Company Secretary in practice is required by: Every listed company Every company having paid-up capital of ₹10 crore or more Every company having turnover of ₹50 crore or more While signing and certification of the annual return, it is advisable to have different Professionals for Signing and Certification as maker and checker concept for the independent verification of the Annual Return. 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. However, where a company is having a Company Secretary then signing of the annual return as per section 92(1) shall be done by the Company Secretary in employment only, but not by the Company Secretary in Practice. Therefore, by virtue of section 92(1) of Companies Act, 2013, the annual return is required to be signed by Vijay, Company Secretary of Gemmy Limited along with any one of its Director and Vijay is not justified on refusal to sign the annual return. However, by virtue of section 92(2) of the Companies Act, 2013 read with rule 11(2) of the Companies (Management and Administration) Rules, 2014, the Annual Return of this company shall be certified by a Company Secretary in whole time practice in the Form No. MGT-8 and such Certificate from the PCS shall be annexed to the Annual Return.