Form MGT-8 is a certification that must be provided by a practicing company secretary along with certain companies' annual returns. It is required for listed companies, companies with paid-up capital over Rs. 10 crore, or companies with turnover over Rs. 50 crore. The secretary certifies that the annual return discloses correct and adequate facts and that the company has complied with the Companies Act. The secretary must examine registers, records, meetings, related party transactions, and other corporate filings and activities. Non-compliance can result in fines up to Rs. 5 lakh for the secretary, disciplinary action, and imprisonment of up to 10 years for the company if fraud is involved.

1. WHAT IS FORM MGT-8 AND ITS APPLICABILITY
Form MGT-8 is a certification given on a company’s annual return by a practising company
secretary, as per the Companies Act 2013, under Section 92(2).
Provisions Under Companies Act 2013:
According to Section 92(2) of the Companies Act, 2013 read with rule 11(2) of Companies
(Management and Administration) Rules 2014, the annual return of:
 A listed company or
 A company having paid-up share capital of Rs 10 crore or more or
 Turnover of Rs 50 crore or above
will be certified by the company secretary in practice, and the certificate shall be in Form No
MGT 8. This is a kind of Mini secretarial audit report which is submitted as an attachment to
annual return in Form MGT-7.
The Company Secretary shall certify that the annual return discloses the facts correctly and
adequately and the firm has complied with all the provisions of the Act.
Objective of this certification:
In this certificate, the company secretary at first certifies that the company secretary has
examined the registers, records, and books and papers of the company. This self-certificate
of examination is important because at any stage company may not deny this fact and
admissible under any proceeding related to fraud and misrepresentation as well as class
action suits.
Certification of annual return is subject to opinion and information of the company secretary
and examination carried out by the company secretary, its officer, and agents. The
information shallalways beobtained through some source of information and may have some
background documentation.
Aspects which need to be examined:
 Status of the company under the act
 Maintenance of registers/records
 Filing of forms and returns
 Calling/convening/holding Board Meeting or its committee meeting, if any,
and meeting of members on due dates as stated in the annual return
 Closure of register of members/security holders
 Advances to directors or persons mentioned insection 185 of the Companies
Act, 2013.

2.  Contracts or arrangements with persons specified in Section 188 of the
Companies Act, 2013 as related parties.
 Details of changes in share capital by way of issue, transfer, transmission,
redemption, buyback or conversion of securities.
 Right of dividend/bonus shares/right shares being kept in abeyance till the
registration of transfer is completed.
 Amount to be moved to the Investor Education and Protection Fund as per
Section 125 of the Companies Act, 2013.
 The signing of audited FS as per section 134 and Boards report is as per sub-
section (3), (4) and (5) of section 134
 Appointment/reappointment/remuneration pertaining to directors and key
managerial personnel and the remuneration paid to them
 Appointment/re-appointment/filling up casual vacancies of auditors as per
section 139
 Approvals required to be taken from the CG, NCLT, RD, Registrar of
Companies, Court or such other authorities under the provisions of the Act.
 Acceptance, renewal and repayment of deposits.
 Borrowings from the directors, members, public financialinstitutions, banks,
and others
 Loans and investments or guarantee given or providing of securities to other
bodies (corporate or persons falling under the provisions of section 186 of
the Act).
 Alteration of the articles of association/memorandum of association.
Penalty in case on non-compliance:
 Pecuniary Penalty:
If the Company Secretary certifies the annual return which is not in conformity
with the section/rules and doesn’t fulfilthe requirements mentioned in section
92, then he/she shall be punishable with fine which shall be a minimum of Rs
50,000 and a maximum of Rs 5 lakh.
 Under the Institute of Company secretaries of India (ICSI):
A practising company secretary will be liable for disciplinary actions by the
Disciplinary Committee of the ICSI under the provisions of Company
Secretaries Act, 1980.
 Under Companies Act 2013:
Section 448 of Companies Act, 2013 also imposes a penalty if any return,
report, certificate, financial statement, prospectus, statement or any other
document makes a false statement or omits any material fact.

3. Under Section 447 of the Companies Act 2013, if someone is found guilty of
fraud, then a serious punishment of imprisonment could be imposed. There is
imprisonment of a minimum of 6 months to 10 years for this case. In addition
to this, a fine could be imposed that will be equal to the amount involved in
the fraud or may be extended up to 3 times the fraud amount involved in the
fraud. If the case is more serious, involving public interest, the imprisonment
would be for a minimum of three years.