Compliance certificate from Company Secretary

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VINITHA RAJESH (Querist)
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08 March 2011 Hi,

A company had paid up capital of Rs. 1 lakh as on 31.03.2010. Later they enhanced the paid up capital to Rs. 1 crore before the AGM date.

Should the company get a compliance certificate from a whole time company secretary and file form 66 in this regard for the year 2009-10.

Please advice

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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08 March 2011 Since the paid up capital is less than the threshold limit as on 31/3/2010, no need of compliance certificate as per section 383A of the Companies Act,1956 and hence e-form 66 filing is also not warranted.

VINITHA RAJESH

VINITHA RAJESH (Querist)
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09 March 2011 In March 2009 there was an amendment in the rules.
As per my understanding the companies having paid up capital of Rs. 2 crores - Rs. 5 crores should get a certificate from a whole time company secretary and companies having paid up capital above Rs. 5 crore should have a full time company secretary. Ten lakhs which was mentioned earlier has been raised to Rs. 2 crores and Rs. 2 crores has been raised to Rs. 5 crores.
Other companies having paid up capital below 2 crores are not required to get the compliance certificate and file form 66

Is my understanding correct. If not please advice.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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09 March 2011 Pl see the abstract of the changes made on 15/03/2009 which is given below :-

Get Mandatory Compliance Certificate:-
1)If share capital is between 10 lakhs & 2 crores;
2)If share capital is between 2 crores & 5 crores and the company has not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:-
1)If share capital is between 2 crores & 5 crores and have not got the Compliance Certificate;
2)If share capital is above 5 crores.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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09 March 2011 Pl also see the notification reproduced below:-

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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