You have been engaged as a Practicing Company Secretary by XYZ Limited, an unlisted company having a turnover of ₹75 crore, for certification of annual return of the company for the year 2018-19. The annual return is sig

As per Section 92 (1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, as amended, every company shall prepare its annual return in Form No. MGT-7 as they stood on the close of the financial year. The Annual Return is required to be signed by a director and the Company Secretary, or where there is no Company Secretary, by a Company Secretary in practice. As provided in Rule 11 (2), the Annual Return, filed by a listed company or a company having paid up share capital of ₹ 10 crore or more or turnover of ₹ 50 crore or more, shall be certified by a Company Secretary in Practice and the certificate shall be in Form No. MGT-8. In the given case, the annual return is signed by the Chief Executive Officer of the Company, which is not in accordance with the legal provisions mentioned above. As provided in Section 92(4) of the Act, the Annual Return shall be filed within 60 days from the date on which the annual general meeting is held. Where no annual general meeting is held in any year, the annual return shall be filed within 60 days from the date on which the annual general meeting should have been held together with a statement specifying the reasons for not holding the annual general meeting.