23 November 2013
The Central Government has issued the Companies (Compliance Certificate) Rules, 2001 vide Notification No. GSR 52(E) dtd. 31-1-2001. The salient features are as under:
Every Company not required to employ a whole time secretary under sections 383A(1) of the Act and having a paid-up share capital of Rs. 10,00,000/- or more but less than Rs. 5,00,00,000/- shall obtain a Secretarial Compliance Certificate from a company secretary in whole time practice and shall be laid by the company in its annual general meeting.
The said company shall file with ROC the said Secretarial Compliance Certificate in the prescribed form or as near thereto as circumstances admit in respect of each financial year along with the filing of accounts within thirty days from date on which its annual general meeting was held. Where the annual general meeting of such company for any year has not been held, such Secretarial Compliance Certificate has to be filed with the Registrar within thirty days from the last day on or before which that meeting should have been in accordance with the provision of the Act.
Every secretary in whole time practice for the purpose of issue of Secretarial Compliance Certificate shall have right to access at all times to the registers, books, papers, documents and records of the company whether kept in pursuance of the Companies Act, 1956 or any other Act or otherwise and shall be entitled to require from the officers or agents of the company, such information and explanations as the secretary in whole time practice may think necessary for the purpose of such Secretarial Compliance Certificate.
As per Notification No. 1001/1/DR, dated 27-2-2003 issued by The Institute of Company Secretaries of India, a secretary in whole time practice cannot issue Secretarial Compliance Certificates to more than 80 Companies in any calendar year commencing from 1st January, 2003.
Pursuant to section 383A of the Companies Act, 1956, and rule 3(2) of the Companies (Compliance Certificate) Rules, 2001 the companies have to file Form 66 and attach the Secretarial Compliance Certificate to the said Form. Form 66 can be downloaded from the MCA portal.
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