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Compliance certificate

swati (Articled clerck) (129 Points)

17 February 2010

I want to know what is compliance certifiate...why is it issued??

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 February 2010

Company Secretary or Compliance Certificate for 2crores to 5 crores[appointment amend Company Secretary Appointment Rules amended-5crores&above-Mandatory

More job opportunities for Company Secretaries in employment as it will be become mandatory & an enforceable provision (atleast now) OR more unemployment for Company Secretaries in employment & more opportunities for practice!!! These are all just views, the quality in Company Secretaries will always be banked upon, irrespective of any legislative amendments. We, Company Secretaries, lets keep rockin...

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:

if your share capital is between 10 lakhs & 2 crores;
if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:

if your share capital is between 2 crores & 5 crores and you have not got the Compliance Certificate;
if your share capital is above 5 crores.

And, NO special provisions for Companies having its registered office in a place with a population of less than one lakh as per 2001 census.

COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY) AMENDMENT RULES, 2009 - AMENDMENT IN RULE 3

NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009

In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :—
1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009.
(2) They shall come into force from the 15th day of March, 2009.
2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2,
(i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:—
"five crore rupees";
(ii) in sub-rule (3), the second and third proviso shall be omitted;
(iii) after sub-rule (3), the following sub-rule shall be inserted, namely:—
"(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956: Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 February 2010

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956

Proviso to sub-section (1) of section 383A of the Companies Act, provides that every company not required to employ a whole-time secretary under sub-section (1) and required to get a Mandatory Compliance Certificate if share capital is between 10 lakhs & 2 crores or if share capital is between 2 crores & 5 crores and company have not appointed whole time company secretary and shall file with the Registrar a certificate from a secretary in whole-time practice in such form and within such time and subject to such conditions as may be prescribed, as to whether the company has complied with all the provisions of this Act and a copy of such certificate shall be attached with Board's report referred to in section 217.

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