Secretarial Compliance Certificate

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DINESHKUMAR R MISHRA (Querist)

27 October 2009 Sir,
If a non listed public limited closely held company is having paidup capital of more than 5 crores and it does not have whole time company secretary till date.
Is it mandatory for the company to obtain Compliance Certificate and file it with ROC or is it advisable to file it in absence of company secretary.
How long company can be functioning without whole time company secretary with it. What are the penalties for non appointment of Company Secretary.
Thanking you in advance.

CS Vandana Kacholia

CS Vandana Kacholia (Expert)

27 October 2009 Well it is mandatory for the company whose paid up capital is Rs. 5 CR or more to appoint company secretary in whole time employment. but as u said you company has not appointed any CS till date so for this financial year company has to obtain Compliance Certificate from PCS and it is advisable to appoint CS in whole time employment at the earliest.

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:
--if your share capital is between 10 lakhs & 2 crores;
--if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

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

Regards
CS Vandana Kacholia

DINESHKUMAR R MISHRA

DINESHKUMAR R MISHRA (Querist)

27 October 2009 My querry is not resolved as is it Mandatory under the existing provisions to obtain Compliance certificate or is it advisable as Obtaing Compliance certificate is mandatory for companies with Paid up Capital between 2 crores & 5 crores but in my case company is having paidup capital in excess of 5 crores.

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)

23 July 2025 Under the Companies Act, 1956 (which was applicable in 2009), and now under the Companies Act, 2013, the rules around appointment of Company Secretary and filing of Secretarial Compliance Certificate vary depending on capital thresholds and company type.

Here’s a breakdown of your situation based on the law applicable around October 2009:

🏢 Company Type:
Non-listed, Public Limited, Closely Held Company

💰 Paid-up Capital:
More than ₹5 Crores

✅ Applicability of Compliance Certificate (as per Companies Act, 1956, Rule 3 of Companies (Compliance Certificate) Rules, 2001):
Companies having paid-up capital of ₹10 lakh or more but less than ₹5 crore were required to obtain a Compliance Certificate from a Company Secretary in practice and file it with ROC as an attachment to Form 66.

Since your paid-up capital is more than ₹5 crore, the company was not eligible to file a Compliance Certificate, rather:

✅ Mandatory Appointment of a Whole-Time Company Secretary (Sec 383A of Companies Act, 1956):
If paid-up capital > ₹5 crore, appointment of a whole-time Company Secretary was mandatory.

Since your company does not have a Company Secretary, it is in non-compliance with Section 383A.

⚠️ Consequences of Non-Compliance:
Penalty under Section 383A:

The company and every officer in default may be fined up to ₹500 for every day the default continues.

ROC scrutiny or inspection may trigger notices or penalties if non-compliance continues.

📌 Filing of Compliance Certificate:
In your case (paid-up capital > ₹5 crore), Compliance Certificate (Form 66) is not applicable.

Instead, the company should appoint a whole-time Company Secretary and mention the CS details in the Annual Return (Form 20B back then).

🚨 How long can a company function without a CS?
There is no grace period once capital crosses ₹5 crore. Appointment is to be made immediately. If already over the threshold and no CS is appointed, the company is already in default.

✅ Recommendation:
Immediately appoint a full-time Company Secretary who is a member of ICSI.

Pass a board resolution and file Form 32 (as per old act) or DIR-12 (under Companies Act 2013) with ROC.

Rectify non-compliance to avoid further penalties.

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