Pioneer Fisheries Ltd. has borrowed an amount of ₹50 crore from a financial institution. The annual general meeting of the company was held on 1st September, 2015. Examining the provisions of the Companies Act, 2013, sta

CS Executive · Company Law · PYQS · June 2016
Pioneer Fisheries Ltd. has borrowed an amount of ₹50 crore from a financial institution. The annual general meeting of the company was held on 1st September, 2015. Examining the provisions of the Companies Act, 2013, state as to who will sign and certify the annual return while filing the same with the Registrar of Companies after the annual general meeting.

Answer & Explanation:

Signing and Certification of Annual Return for Pioneer Fisheries Ltd. To determine who will sign and certify the annual return for Pioneer Fisheries Ltd., we need to refer to the provisions of Section 92 of the Companies Act, 2013. Relevant Legal Provisions: 1. Signing of Annual Return (Form MGT-7): Section 92(1) of the Companies Act, 2013, states that every company shall prepare its annual return in Form MGT-7, containing the required particulars as they stood on the close of the financial year. This annual return must be signed by: A director; AND The company secretary of the company. If there is no company secretary, then by a company secretary in practice. 2. Certification of Annual Return (Form MGT-8): Section 92(2) of the Companies Act, 2013, specifies that the annual return, filed by certain classes of companies, must also be certified by a company secretary in practice in Form MGT-8. This certification states that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act. This requirement applies to: A listed company; OR A company having a paid-up share capital of ₹10 crore or more ; OR A company having a turnover of ₹50 crore or more . Important Note: The amount borrowed by the company (₹50 crore in this case) is not a criterion for deciding who will sign or certify the annual return. Application to the Case: In the case of Pioneer Fisheries Ltd.: Signing: The annual return (Form MGT-7) must be signed by a director and the company secretary of Pioneer Fisheries Ltd. (or by a company secretary in practice if there is no company secretary in the company). Certification: To determine if certification by a company secretary in practice (Form MGT-8) is required, we need information about whether Pioneer Fisheries Ltd. is: A listed company; OR Has a paid-up share capital of ₹10 crore or more; OR Has a turnover of ₹50 crore or more. The question only provides information about the company's borrowing (₹50 crore), which is irrelevant for this purpose. Without information about its listing status, paid-up share capital, or turnover, it is not possible to definitively state whether certification by a company secretary in practice in Form MGT-8 is required. Conclusion: The annual return of Pioneer Fisheries Ltd. will be signed by a director and the company secretary (or a CS in practice if no CS). Whether it needs to be certified by a company secretary in practice (Form MGT-8) depends on its listing status, paid-up share capital, or turnover. If it meets any of the thresholds (listed, paid-up capital ≥ ₹10 crore, or turnover ≥ ₹50 crore), then such certification will be mandatory.

Topics: Registers & Returns

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