Disclaimer:

I am a Participant

Personal Views - Not of the ICSI
1
CS. PREMNARAYAN TRIPATHI
May 16, 2015
2
1.
Who we are?
i.
Expert [Sec. 2(38)]
“Expert” includes an engineer, a valuer, a chartered accountant, a company
secretary, a cost accountant and any other person who has the power or authority to
issue certificate in pursuance of any law for time being in force.
(Proficiency over subject matters)
ii.
Professional
Engaged in a specified activity as one’s main paid occupation rather than as an
amateur.
- Sincerity, commitment, due diligence, efficiency…..
- Operational/Procedural aspects
- To say ‘No’ in case of scarcity of time
- Not a BUSINESSMAN
3
iii. Key Managerial Personnel [Sec. 2(51)]
in relation to a company, meansi) CEO or MD or the Manager
ii) the Company Secretary
iii)
the Whole-time Director


Due Recognition in the Act
Not Personal/Director/MD’s Secretary
4
To report to the Board about Compliance with the
provisions of the Act, Rules made thereunder and other
laws applicable to the Company
 To ensure that the Company complies with the applicable
Secretarial Standard
 Facilitate convening of BM/GM/Committee Meeting
 Maintain Registers, Minutes Book and other records
 Take approval of Board, Members and Government
wherever required
 Assist the Board in Corporate Affairs
 Advise the Board in ensuring good corporate governance
 Such other duties as may be assigned by the Board

5
2. What we are doing?

Certification
- Affixing DSC
- DSC affixed by trainees
- Affixing stamp

Attestation

Signing

Authentication (Sec.21)

Signing on behalf of
Directors (extra care…)
6
3.
What is Expected by-
i.
Regulatory authorities
The ICSI
Company / Promoters
Stakeholders
ii.
iii.
iv.
7
Mode of Engagement (….Duly engaged..)
Engagement for Incorporation of Company
Certification:

i.
ii.
◦
◦
◦
iii.
Board Resolution [Sec. 118(8)]
Engagement Letter
Retainership/Consultancy Agreement
Board Resolutions for CS in employment
8
Refer Section, Rule and Instruction kit of respective Form
 Whether ALL required documents are attached
 Whether attachments are legible
 Content of Letterhead (CIN, Regd. Office Add., Email etc.)
 Whether Name, Designation, DIN and Address of Signatory
are mentioned in the Certified true copy of the Resolution
 Content
of
attachments:
e.g.
Resolution
u/s
179(3)(d)(e)(f)/180(1)(c)/186
 Whether authority for affixing of DSC and Filing of Form is
given.
 STP Forms
 Keeping record of Originals
 Refer Companies (Registration Offices and Fees) Rules, 2014

9

8. Authentication of documents.-

(3) The authorised signatory and the professional, if any, who certify eform shall be responsible for the correctness of the contents of e-form and
correctness of the enclosures attached with the electronic form.

(7) It shall be the sole responsibility of the person who is signing the
form and professional who is certifying the form to ensure that all the
required attachments relevant to the form have been attached completely
and legibly as per provisions of the Act, and rules made thereunder to the
forms or application or returns filed.

(9) Where any instance of filing document, application or return etc,
containing a false or misleading information or omission of material fact,
requiring action under section 448 or section 449 is observed, the person
shall be liable under section 448 and 449 of the Act.
10
 Frequently
used Forms: [Certification required under
Rule 8(12)(a) of Registration Offices and Fees, Rules]
i.
ii.
iii.
iv.
v.
MGT-14
PAS-3
DIR-12
MR-1
INC-22
MGT-15 (for listed company)
11

MGT-14: [Section 94(1), 117(1)]
Reference of section 192 of The Companies Act, 1956 is given
whereas this section is not in force (replaced by Section 117)
(MCA Circular No. 7/2014)








One Form for different events within 30 days (Instruction kit)
Board resolutions u/s 179(3)
Duly convened Board Meeting – adherence to SS 1 (Board
Meeting)
Special resolutions
Resolutions under Postal Ballot
Ordinary resolutions [180(1)(a) & (c)]
Agreement (MD related)
resolution under section 94(1)
Failure to file: Penalty :- Rs.5 Lacs – Rs.25 Lacs
12
 Form
PAS-3 [Sec.39(4) and 42(9) and Rule 12 and 14
Companies (Prospectus and Allotment of Securities)
Rules, 2014]
Ref. of Sec. 62 and 63 ought to be given in the Form
Allotment for Cash/other than Cash
 List of Allottees (Name, Address, Occupation, No. of
securities) to be certified by the signatory of Form PAS 3
 Certified true copy of Board Resolution/Shareholders’
Resolution
 Latest Debt Structure of the company
 Valuation Report from the valuer
 Private Placement offer letter and acceptances in Form
PAS-5
Penalty: Sec. 42(10) - Amount involved/Rs.2 Cr., whichever
is Higher

13

Form DIR-12 [section 7(1)(c), 168 & 170 and Rule 17 of the
Companies (Incorporation) Rules, 2014 and 8, 15 & 18 of the
Companies (Appointment and Qualification of Directors) Rules,
2014]
[Ref. of 7(1)(c) should be 7(1)(f)]

One Form for different events within 30 days
Person being appointed should NOT be Director in >20 Cos.
Consent in Form DIR-2 (Notarized, during incorporation of
Company)
Self Attested copy of Identity and Residence Proof
Declaration by the First Directors in Form INC-9 (Notarized)
Letter of Appointment on the letterhead of the Company
Notice of Resignation
Evidence of Cessation
Interest of Director in other entities
Certified true copy of Board Resolution









14
 Form
MR-1 [Sec. 196 read with Sec. 197 and Schedule
V and Rule 3 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
Ref. of Sec. 203 ought to be given
Filing within 60 days
 Board Resolution including Designation of KMP,
proposed Remuneration, Tenure of Appointment etc.
 Consent Letter (format not prescribed for CEO/CFO/CS)
 Copy of Remuneration Policy, if applicable
 Cert. by Auditor/CS/PCS (Sch. V – Part III).
Mandatory attachment. Not provided in Form.

15
 Form
INC-22 [Section 12(2)&(4) and Rule 25 and 27
of the Companies (Incorporation) Rules, 2014 ]
Personal visit of the Regd. Office
 Proof of Regd. Office address - copy of Index issued by
sub-registrar/Municipal Tax Bill/Lease Agreement etc.
 Electricity Bill or Telephone Bill or Mobile Bill or Gas
Bill – Not older than 2 months.
 No Objection Letter for using premise as Regd. Office
in case such premise is owned by any other
entity/person.
 List of all the companies (specifying their CIN)
having the same registered office address, if any;
 Name and Address of Police Station nearby Regd.
Office.

16
 Form
MGT-15 [Section 121(1) (2) and Rule 31(2) of
Companies (Management and Administration) Rules,
2014]
Listed Public Companies
 Report on AGM- in addition to the minutes
 Fair and correct summary of the proceedings - Mention some
key points related to the meeting held
 Attendance Register
 Ensure Quorum of Meeting
 Confirmation w.r.t. compliance of the Act and the Rules,
Secretarial Standards made thereunder – SS 2
 No attachment - No Certification

Failure to file: Penalty – Rs.1 Lac to 5 Lac +
17
Principal Business Activities of the Company: All business
activities contributing >=10% of the total turnover of the
company shall be stated
 Particulars of Holding, Subsidiary and Associate Companies
with applicable Section
 Capital Structure (at the Beginning, changes during the year and
at the end of the year)
 Turnover and Net worth
 Category wise Shareholding – akin to Listed Co. cl. 35
 Determining Promoters: Shareholding of
Promoters and
Changes therein
 Shareholding pattern of top Ten Shareholders (other than
Directors, Promoters and holders of GDRs and ADRs)
 Shareholding of Directors and KMP
 Indebtedness (Secured Loan + Unsecured Loan + Deposits)
 Details of Members, Debenture holders and other securities
holders and transfer during the year

18
 Details
of Directors (Composition of Board, Details of
Individual Directors, Details of Directorships in other
companies and changes therein)
 Details of KMP
 Meeting
of
Members/Class
of
Members/
Board/Committees of the Board of Directors
 Remuneration of Directors and KMP
 Penalty, Punishment and other Compounding of
Offences
 Matters related to Certification of Compliances and
Disclosures.
 CSR amount spent by the Company
 Limits u/s 180(1)(c) and 186(2)
19
 Signing
Requirement:
 Except OPC and Small Company = Director +
CS/PCS
 For OPC and Small Co. = CS/Director
Certification Requirement:
 For Listed Company and a company having paid-up
capital => 10Cr. or Turnover => 50Cr.
Certificate by PCS in Form MGT-8

Section 92(6) If a PCS certifies the annual
return otherwise than in conformity with the
requirements of section 92 or the rules made
thereunder – fine Rs. 50,000/- to Rs. 5,00,000/-.
 Penalty:
20
 Query:
CS resigned in May, 15 – AGM held in June,
15 – CS vacancy not filled – 6 months period
provided in Sec. 203(4)
Whether the PCS can Sign MGT-7 as well as
can issue Certificate in MGT-8?
21
the Annual Return states the facts as at the close of the
aforesaid financial year correctly and adequately
(50% Secretarial Audit)
 the Company has complied with provisions of the Act & Rules
made there under in respect of:
 proper notices of BM/GM/Committee Meeting were given,
properly recorded in the Minute Book/registers maintained for
the purpose
 advances/loans to its directors and/or persons or firms or
companies referred in section 185 of the Act
 contracts/arrangements with related parties as specified in
section 188 of the Act;
 acceptance/ renewal/ repayment of Deposits;
 Borrowings and creation of Charge
 loans and investments or guarantees given or providing of
securities to other bodies corporate or persons falling under the
provisions of section 186 of the Act

22







Based on standalone financial statements
Extract of Annual Return (Form MGT-9)
No. of Board Meetings
Statement given by independent director
explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made—
(i) by the auditor in his report; and
(ii) by the company secretary in practice in his secretarial audit
report;
particulars of loans, guarantees or investments under section
186;
particulars of contracts or arrangements with related parties
AOC 2
23








Composition of CSR Committee
Disclosure of content of CSR Policy
Financial summary/Highlights
Details of Directors/KMP who were appointed or have
resigned
Name of companies which have become or ceased to be its
subsidiaries, JV or associate co. during the year
Details relating to deposits including deposits which are not in
compliance with the requirements of Chapter V of the Act
the details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and company’s operations in future;
the details in respect of adequacy of internal financial controls
with reference to the Financial Statements
24
25