In the intricate landscape of corporate governance, transparency and accuracy are paramount. One key document that underscores this principle is Form MGT-8.
The annual return is more than just a routine submission; it reflects the company’s operational integrity and adherence to legal requirements over the past year. Ensuring its accuracy is not only a regulatory obligation but also a testament to the company’s commitment to transparency.
What is Form MGT-8?
Form MGT-8 is an independent certificate issued by a practicing Company Secretary (CS). It serves as a verification tool to affirm that the information disclosed in the annual return is accurate and conforms to the Companies Act, 2013. This certificate, signed by a CS, is submitted to the Registrar of Companies (ROC) alongside the annual return, ensuring that all statutory obligations are met with precision.
When is Form MGT-8 Required?
If your company’s paid-up capital exceeds INR 10 crores or its turnover surpasses INR 50 crores, obtaining a Form MGT-8 certificate is mandatory. The CS meticulously reviews various registers, records, and documents maintained under the Companies Act, 2013, and issues the certificate to confirm the veracity of the annual return (Form MGT-7).
Key Aspects Examined by the Company Secretary
- Statutory Registers: Including registers of members, shareholders, debenture holders, securities, and charges.
- Incorporation Documents: Such as the Memorandum and Articles of Association.
- Minutes and Resolutions: Documentation of board meetings, shareholders’ meetings, committee meetings, resolutions, notices, and agendas.
- Financial Statements: Latest financial statements reflecting the company’s financial health.
- Promoters List: Information on company promoters.
- Shareholding Pattern: Analysis of ownership structure and shareholding patterns.
- E-forms: Review of electronic forms filed with the Ministry of Corporate Affairs (MCA).
What Does Form MGT-8 Confirm?
- There are no misstatements or concealed data in the annual returns.
- Company registers and records are accurate and up-to-date.
- All required filings under the Companies Act have been completed within the prescribed timelines.
- Share certificates for new shares issued during the year have been properly recorded.
- Secondary share transfers are documented.
- Any loans or deposits are accounted for.
- Preference shares, if bought back or redeemed, are accurately recorded.
- Dividends declared during the year are correctly reported.
- Changes in board composition, including appointments, resignations, and reappointments, are accurately reflected.
Upon verifying these aspects, the CS issues Form MGT-8, detailing their findings and confirming the accuracy of the annual return.
Engaging a CS or a practicing consultant to certify your annual return is required for maintaining compliance and ensuring the integrity of your financial disclosures. If the CS is employed within your company, they must still provide the certification to uphold the transparency and accuracy of your reporting.
