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Compliance Ceritficate reqd. ?

Shridhi Jain (Company Secretary) (1678 Points)

31 January 2011

Dear frns,

Pls tell me that if a company appointed a Whole time CS in mid of the f/y (due to increase in the paid up capital of the company above 5 cr) then is Compliance Certificate is required for that year ? Also pls tell me whr in the Act it is mentioned? I have already referred Sec. 383A and Compliance Certificate Rules.

Regards,

Shridhi Jain

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11 Replies

udit sharma (Company Secretary) (2303 Points)
Replied 31 January 2011

In my opinion no Compliance Certificate is required in this case.

Regards

CS Udit Sharma

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Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 31 January 2011

No need for compliance certificate. Company Secretary can sign the annual accounts and Schedule V and that's sufficient.

1 Like

ankit jain (CS trainee) (152 Points)
Replied 31 January 2011

Agreed with the learned members.....no compliance certificate is required after appiontment of the whole time CS.

Soumitra Chawathe (--) (107 Points)
Replied 31 January 2011

Compliance certificate is not required

Please visit the following link:

https://mca.gov.in/Ministry/circulars/cir2003/cir_11122003.html

CS Soumitra

Pune

1 Like

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 31 January 2011

No company shall require to obtain Compaliance Certificate form Practicing Company Secretary which has appointed a full time Company Secretary.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 31 January 2011

APPOINTMENT OF COMPANY SECRETARY
	(Section 383A & Companies (Appointment and Qualifications of Secretary) Rules, 1988)

	1. Every company having paid-up share capital of not less than5 Crores shall have whole time secretary [Rule 2(1)].

	2. Where the paid up share capital is increased to5 Crores or more, the Company shall appoint whole time secretary within a period of 1 year from the date of such increase [Proviso to Rule 2(4)].

	3. A company having a paid up share capital of less than2 Crores may appoint any individual, possessing qualification specified in Rule 2(4), as its whole time secretary to perform duties of secretary, and any other ministerial or administrative duties [Rule 2(3)].

	4. A company having a paid up share capital of2 Crores or more but less than5 Crores may appoint any individual who is member of ICSI, as a whole time secretary [Rule 2(3A)].

	5. A company having paid up capital of10 lakhs or more but less than5 Crores shall obtain Compliance Certificate from PCS provided if such company has appointed Whole Time Secretary who is member of ICSI then compliance certificate is not required to be obtained.

	6. Where the BOD comprises only two directors, neither of them shall be secretary of the Company.

Summarized

Paid up Capital	Appointment of CS	Any Individual / Member of ICSI	Compliance Certificate
Rs. 5 Crores or more	Compulsory	Only Member of ICSI	N.A.

Rs. 10 Lakhs or more to Rs. 2 Crores	Voluntarily	Either of Above	Compulsory (Not required if CS is member of ICSI)

Rs. 2 Crores or more to Rs. 5 Crores	Voluntarily	Member of ICSI	Not required if appointment is made otherwise required

1 Like

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 31 January 2011

Kindly go through this link.

https://www.mca.gov.in/Ministry/circulars/cir2003/cir_11122003.html

1 Like

Aditya20 (na) (113 Points)
Replied 31 January 2011

IF ON THE DATE OF SIGNING THE BOD REPORT COMPANY HAS APPOINTED THE CS THEN NO NEED TO OBTAIN THE COMPLIANCE CERTIFICATE. I THINK THE DATE OF SIGNING OF BOD REPORT WILL BE CONSIDERED.

THANKS AND REGARDS,

ADITYA

(Guest)

Originally posted by : CS Ankur Srivastava
	No company shall require to obtain Compaliance Certificate form Practicing Company Secretary which has appointed a full time Company Secretary.