Certification of Form 25C

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Muralidharan (Querist)

13 October 2010 A public limited company has re-appointed its Managing Director for three years. The company has to file Form 23, 32 and 25C with ROC. My query is as follows:

As per Sub-Clause 2 of Part III of Schedule XIII the Form 25C has to be certified by "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 the Schedule have been complied with.

I request the forum members to advise whether the company has to obtain certification in Form 25C with its "Statutory Auditor" or can the same be obtained from any "Chartered Accountant".

The reason for my doubt is the usage of the word "Auditor" instead of the word "Chartered Accountant" in the said clause.

with regards

Murali

Ajay Mishra

Ajay Mishra (Expert)

14 October 2010 Dear Mr. Muralidharan

There are only three category of person who can give certificate under Part III of Schedule XIII of the Companies Act, 1956:
1. Auditor of the Company
2. Secretary of the Company
3. Secretary in whole time Practice
If you reading 224, it make mandatory to appoint auditor for the company, so for this Schedule, a company have always an auditor and they can give the certificate for compliance of Schedule XIII.

But in case of appointment of secretary, it is nor mandatory to all company to have a company secretary. For this reason, the part III of Schedule XIII of the Companies Act, 1956 have given option to the company to take certificate under this Schedule from Secretary in whole time Practice.

Regards

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