Guidelines for issuing Compliance Certificate and Signing An

Last updated: 16 May 2009

Notice Date : 14 May 2009

Guidelines for issuing Compliance Certificate and Signing Annual Return

In exercise of the powers conferred by Clause (1) of Part II of the Second Schedule to the Company Secretaries Act, 1980 (56 of 1980), as amended by the Company Secretaries (Amendment) Act, 2006, the Council of the Institute of Company Secretaries of India hereby issues the following guidelines:-

A member of the Institute in practice who is entitled –

(i) to issue compliance certificate pursuant to the proviso to sub-section (1) of section 383A of the Companies Act, 1956 (1 of 1956); and /or

(ii) to sign an Annual Return pursuant to the proviso to sub-section (1) of section 161 of the Companies Act, 1956 (1 of 1956),

shall be deemed to be guilty of professional misconduct if he –

- issues compliance certificates and/or

- signs Annual Return

for more than eighty companies in aggregate, in a calendar year. Provided, however, that in the case of a firm of Company Secretaries, the ceiling of eighty companies aforesaid would apply to each partner therein who is entitled to (i)sign the compliance certificate in terms of the proviso to sub-section (1) of section 383A of the Companies Act, 1956; (ii) sign Annual Return in terms of the proviso to sub-section (1) of section 161 of the Companies Act, 1956.