According to Section 92 of the Companies Act 2013, Form Management Abbreviation of Management is a credential that a practitioner company secretary makes on a company's annual return (2).
A practicing company secretary must certify using Form on a company’s annual return in accordance with Section 92 of the Companies Act 2013 (the Act) (2). The CS certifies in Form that the yearly return accurately and sufficiently discloses the facts and complies with all applicable requirements of the Company’s Act 2013.
The company secretary must thoroughly check the registers, records, books, and documents of a company to make sure they are clear from every misstatement and fraudulent act in order to deliver such an assurance.
Scope of Application
The yearly growth of a listed company or a company with paid-up share capital of ₹10 crores or more and a turnover of ₹50 crores or over will, in accordance with Section 92(2) of the Companies Act, 2013 reviewed with rule 11(2) of the Companies (Governance and Administration) Rules 2014, be recognized by the company secretary in practice, and the certificate shall be in Form No. Management and Administration.
The annual return must disclose the facts accurately and sufficiently, and the company must have complied with all Act requirements, according to the Company Secretary’s certification.
Regards to Compliance
The document guarantees that a business has complied with Act and Rule requirements in some areas. Some of the compliance issues that the addresses include the ones listed below:
- The company’s standing under the Act
- Keeping registers and records updated, filing forms and returns
- Contacting, Organizing, and Holding board of directors meetings or meetings of its committees
- Termination of Register
- Advances or Loans made to its directors
- Agreements/Contracts with involved entities
- Issuing, allocating, transferring, sending, or repurchasing securities or stocks
- Accounting statement signature
- It is necessary to obtain approval from the Central Govt and other local authorities.
Penalty for Failure to Comply
The provision of a false certification that does not adhere to the conditions outlined in Section 92 is punishable for a practicing company secretary. The amount of the fine levied against the company secretary should not be lower than ₹50,000 and may not exceed ₹5 lakh.
According to the provisions of the Company Secretaries Act of 1980, a practicing company secretary may be subject to disciplinary action by the ICSI’s Disciplinary Committee. Furthermore, if any repayment, report, credential, financial statement, prospectus, statement, or even other record makes a false statement or omits a material fact, Section 448 of the Companies Act, 2013 also imposes a penalty.
Finally, if anyone is found guilty of fraud, section 447 of the Companies Act 2013 enforces a serious sentence of imprisonment. It must last at least six months and up to ten years. A fine will also be imposed, which cannot be less than what was about there in fraud and may even be up to three times that amount. A minimum of 3 years would be served in prison in a more serious case involving the public interest.
Format for Form Management and Administration
Form no. Management and Administration
[In accordance with Section 92(2) of the 2013 Companies Act and Rule 11(2) of the 2014 Companies (Management and Administration) Rules]
I/ We have looked over the registers, records, books, and papers that ——— Limited/Private Limited (the Company) was required to keep up to date in accordance with the Companies Act, 2013 (the Act) and the rules that were created in accordance with the Act for the fiscal year that ended on ——————, 20—-. I/we certify that, in my/our opinion, and to the best of my/our knowledge and in accordance with the examinations I/we have conducted and the explanations the Company, its officers, and its agents have provided to me/we,
- The facts as of the end of the a forementioned financial year are accurately and sufficiently stated in the Annual Return.
- The Company complied with the Act and its implementing Rules during the preceding fiscal year in regard to:
- Its legal standing under the Act;
- Keeping registers and records up to date and entering information therein within the allotted time;
- Filling out forms and filing returns well with the Registrar of Companies, the Regional Office, Central Government, the Tribunal, Court, or other authorities within/after the allotted time;
- Contacting, calling, holding a meeting, holding meetings of the board of directors or rather its committee members, if there are any, as well as the meetings of the company’s members on the dates specified in the annual report, for which meetings proper notices were given, and the proceedings, along with any circular resolutions and any decisions carried by postal ballot, whether any, have indeed been recorded properly within the minute book/registers kept for this intent and the same have indeed been signed;
- Closing the members’ or security holders’ register, as appropriate.
- Advances or debts owed to its directors or the people, businesses, or organizations mentioned in Section 185 of the Act;
- Agreements or negotiations with relatives in accordance with section 188 of the Act;
- When securities are issued, allocated, transferred, transmitted, bought back, redeemed preference shares or debentures, the share capital is altered or reduced, shares or securities are converted, or security certificates are issued,
- Holding off on exercising dividend, rights, and bonus shares until shares have been transferred and registered in accordance with Act requirements
- Declaration and payment of dividends; transfer of unpaid/unclaimed dividends and other amounts as appropriate to the Investor Schooling as well as Protection Fund in pursuance of Section 125 of the Act;
- Going to sign of the audited financial statement in accordance with section 134 of the Act and the directors’ report in accordance with subsections (3), (4), and (5) thereof;
- Establishing, appointing, reappointing, retiring, filling temporary vacancies, and disclosing the names of the directors and key managerial personnel as well as the compensation received by them;
- According to section 139 of the Act, the admission, reinstatement, or filling of temporary vacancies among the auditors;
- Obtaining the approvals necessary in accordance with the different provisions of the Act from of the Central Govt, Tribunal, Regional Manager, Registrar, Court, or other relevant authorities;
- Accepting, extending, or returning funds;
- Long-term debt out of its executives, representatives, public financial institutions, banks, and others, as well as the creation, modification, or satisfaction of charges in that regard, as necessary;
- Securities provided to other corporate bodies or individuals covered by the provisions of subsection 186 of the Act; loans, investments, guarantees, or other commitments made on their behalf;
- Altering the regulations of the company’s joint declaration or articles of association;
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