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Form MGT-8

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).


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
  • a company having 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.

Form No MGT 8 is submitted as an attachment to annual return Form MGT-7.

Draft MGT-8

On the letter head of the Practicing Company Secretary

Form No. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014]

We have examined the registers, records and books and papers of XYZ Private Limited/Limited having CIN _______ (“The Company”) as required to be maintained under the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Rules made thereunder for the financial year ended on _______. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that:

1. The Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately.

2. During the aforesaid financial year the Company has complied with provisions of the Act & Rules made there under in respect of the following:

3. The Company continues to be a Private Limited Company/ Public Limited Company/ Listed Company / Specify if there is any change.

4. The Company has kept and maintained the Registers / Records, as per the provisions of the Act and the rules made thereunder and all entries therein have been recorded / Specify if there is any change.

5. The Company has filed all Forms / Returns with the Registrar of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities within the prescribed time / Specify if there are any lapses.

6. The calling/ convening/ holding of meetings of Board of Directors and the Meetings of the Members of the Company was on due dates as stated in the Annual Return in respect of which meetings, proper notices were given and the proceedings have been properly recorded in the Minute Book maintained for the purpose and the same have been signed / Specify if there are any lapses.

7. The Company was not required to close its Register of Members or Register of Security holders during the financial year/ specify if the Company has closed its Registers at any time during the year under review.

8. There were no advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act / Specify if there is any

9. The Company has made the disclosure regarding contracts/arrangements with related parties as specified in section 188 of the Act in the Annual Return.

10. There was no issue or allotment or transfer or transmission or buy back of securities/ alteration or reduction of share capital/conversion of shares/ securities and hence there were no security certificates issued / Specify if there is any.

11. There was no abeyance in the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act / Specify if there is any.

12. The Company has no unpaid dividend amount, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and complied Section 125 of the Act / Specify if there is any.

13. Audited Financial Statements have been duly signed as per the provisions of section 134 of the Act and Report of Directors is as per sub – sections (3), (4) and (5) thereof.

14. The Board of Directors is duly constituted. Appointments/ re-appointments/ retirement/ filling up casual vacancies/ disclosures of the Directors are in accordance with the Act. Provisions relating to Key Managerial Personnel and remuneration to the Directors are not applicable on the company.

15. Appointment/ reappointment of auditors were made as per the provisions of section 139 of the Act. There was no casual vacancy of the Auditors / Specify if there is any.

16. The Company was not required to obtain any approvals of the Central Government, Tribunal, Company Law Board, Regional Director, Registrar, Court and / or such other authorities under the various provisions of the Act during the financial year / Specify if there is any.

17. The Company has not invited / accepted/ renewed/ repaid any deposits including any unsecured loans falling within the purview of the Act during the financial year. / Specify if there is any.

18. The Company has complied with provisions of the Act relating to borrowings from its Directors, Members, Public Financial Institutions, Banks and others and creation/ modification/ satisfaction of charges in that respect, wherever applicable.

19. The Details of loan given by the Company under the provisions of Section 186 of the Companies Act, 2013 is disclosed in the Financial Statement for the year ended ________. There were no investments or guarantees given or providing of securities to other bodies corporate or persons under the provisions of section 186 of the Act.

20. The Company has not altered the provisions of the Memorandum of Association and Articles of Association the Company during the year under scrutiny / Specify if there is any change.

Signature of the PCS




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July 2024