Dear Members
As per Section 269(2) of the Companies Act, 1956, a public company or a subsidiary of a public company has to file Form 25C with ROC within 90 days from the date of appointment or re-appointment of managing director or whole time director or a manager.
As per sub-clause 2 of Part III of Schedule XIII the auditor or the secretary of the company or where the company has not appointed a secretary, a secretary in whole-time practice shall certify that the requirements of this Schedule have been complied with and such certificate shall be incorporated in the return filed with the Registrar under sub-section (2) of section 269.
On plain reading of sub-clause 2 of Part III of Schedule XIII it is observed that only the “auditor” or the “secretary” of the company or where the company has not appointed a secretary, a “practicing company secretary” can certify the requirements for Form 25C which is to be filed with ROC. Here the word “auditor” means the “Statutory Auditor” of the Company.
Whereas the present online Form 25C is being accepted for online filing if the same is digitally signed / certified by a “Chartered Accountant” or “Cost Accountant” or “Company Secretary in Whole Time Practice”.
The certification portion appearing in present online Form 25C same is reproduced below for your kind information.
To be digitally signed by
1. Managing Director or Director or Manager or Secretary of the Company
As per Schedule XIII only the auditor or the secretary of the company or where the company has not appointed a secretary, a secretary in whole-time practice can certify the form. It shall be observed that the word “auditor” has been used in the Schedule
Obtaining certification from a “chartered accountant” or from a “cost accountant” has not been contemplated under the provisions of Schedule XIII.
In view of the above the Form 25C needs to be suitably altered / modified to comply with the requirements of Schedule XIII.
Members are hereby requested to offer their views in this regard
Muralidharan
CAclubindia
