UDIN for Company Secretaries

What is UDIN?

Unique Document Identification Number (UDIN) is system generated random alphanumeric number, which defines the authenticity of documents by a Practicing Professional.

The UDIN provide an assurance that the document is genuinely signed or certified by a Professional in Practice by facilitating verification.

It is a 17 digit alphanumeric number used to verify the authenticity of documents attested / certified by a Company Secretary in Practice.

The structure of the UDIN Number is like – A XXXXXX A YYYYYYYY C

1+6+1+8+1=17 digits

Applicability of these Guidelines

UDIN is mandatory for documents/certificates to be issued after 01st October 2019.

Reason for bringing such Guidelines

Following the footsteps of ICAI, ICSI introduced ICSI UDIN Guidelines in 2019. The rationale behind the same are:

• The institute has come up with the concept of UDIN to enable the stakeholders to verify the authenticity of various documents certified by Company Secretaries in Practice.
• To trace the authenticity of a document
• To enable stakeholder to verify the validity of documents signed by PCS.
• To prevent counterfeiting of various attestations / certifications.
• To provide ease of maintaining the Register of Attestation / Certification services rendered by practicing members.
• To ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of the various certification / attestation services the practitioners may render that
• To auto-prefill details of Certification / Attestation services rendered by practicing members in of the form for renewal of Certificate of Practice.

Requirement of Generating UDIN by Company Secretary in Practice

The Council in its 261st (Special) Meeting held on 27th June 2019 at New Delhi issued the ICSI Unique Document Identification Number (UDIN) Guidelines, 2019. The Objective behind the same are:

• Enable the stakeholders to verify the authenticity of various documents certified by Company Secretaries in Practice;
• Prevent counterfeiting of various attestations /certifications;
• Provide ease of maintaining the Register of Attestation / Certification services rendered by practicing members;
• Ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of the various certification /attestation services that may be rendered by the practitioners;
• Auto-prefill details of Certification / Attestation services rendered by practicing members in the form for renewal of Certificate of Practice.

List of Documents for which generating UDIN is necessary

UDIN shall be generated for the following services rendered by a PCS:

• Certification of Annual Return in Form MGT-8.
• Issuance of Secretarial Audit Report.
• Issuance of Secretarial Audit Report to material unlisted subsidiaries of listed entities (whose equity shares are listed.
• Issuance of Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed).
• Certification under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies.
• Certification under Regulation 40(9) of SEBI (LODR) Regulations, 2015 certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.
• Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL.
• Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit.
• Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2016 in the State of Haryana.
• Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI.
• Conduct of Internal Audit of the stock brokers/sub brokers.
• Issuance of Certificate in case of the Indian company accepting the investment from a foreign investor, thereby confirming compliance of Companies Act, 2013 and other matters.
• Compliance Certificate regarding compliance of conditions of Corporate Governance.
• Certification of Annual Return in Form MGT-7.

NOTE

Provided further that the PCS may generate the UDIN for any other form including any e-Form(s) or document(s) or Certificate(s) which are not listed above and not mandatory as per these guidelines on voluntary basis.

Provided further that the Practicing Company Secretaries(PCS) Committee of the Council of ICSI may from time to time decide the e-Form(s) or document(s) or Certificate(s) which are voluntary and their manner of presentation in the Option – ‘Others’ for the purpose of drop down menu in the UDIN portal for convenience of the members.

Provided further that PCS Committee may from time to time decide the details / fields / information to be provided in the UDIN portal for the purpose of registration / generation of UDIN as it may deem fit and proper

When shall the UDIN be generated?

UDIN shall be generated at the time of signing of Certificate / Report / Form / Other Documents or seven days in advance to the date of such signing as above.

Illustration: A Certificate is signed on September 25, 2020. In such case, ideally the UDIN should be generated on September 25, 2020 but in exceptional cases, the UDIN may be generated 7 days in advance, i.e., any time during September 18, 2020 to September 25, 2020. Thereby providing a window of advance seven days for UDIN generation.

UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation or the effective date of UDIN, whichever is later

How to Generate UDIN?

1) Member Registration

The PCS shall go to the http://udin.icsi.edu/, and click on Member Registration and create a login id and password by entering the required credentials like Membership Number, CoP No., Phone No., Email id, AADHAR and Income Tax PAN.

NOTE

• The login id would be verified through a computer application.
• The UDIN shall be a system generated random alphanumeric number.
• No document shall be required to be uploaded.

2) Once Registered

• Login with valid credential
• Fill details like: Name of Company/Firm/ Individual, CIN No.
• Select document type
• Fill date of signing and click on 'Generate UDIN”

Important Points to keep in mind

• Only Members with a valid Certificate of Practice can register at the designated website
• UDIN cannot be generated unless the PCS is registered at the designated website as above
• Only the member certifying the document may generate UDIN
• No fee shall be charged for registration/generation of UDIN
• The authenticity of documents certified by PCS can be verified by Regulatory bodies and other stakeholders by visiting the designated website.

Consequences of violation

Any non-compliance with these Guidelines shall render the PCS liable for action under the Company Secretaries Act, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980

SOURCES:
Guidelines issued by ICSI 261^st meeting in its Council Meeting.

NOTE: This Article is for the purpose of information and shall not be treated as solicitation in any manner and for any other purpose whatsoever. It shall not be used as legal opinion and not to be used for rendering any professional advice. Views represented & facts given here-in-above represent Author's own views & Understanding on the subject matter & based on the data obtained from the public domain. Each individual shall exercise due care while understanding & implementing the above provisions in their respective organisations. Adequate attention has been given to avoid any clerical/arithmetical error, however; if it still persists kindly intimate us to avoid such error for the benefits of others readers.

The Author can also be reached at harshmjain08@gmail.com