Secretarial compliance certificate rules

SECRETARIAL COMPLIANCE CERTIFICATE RULES

SALIENT FEATURES

The Central Government has issued the Companies (Compliance Certificate) Rules, 2001 vide Notification No. GSR 52(E) dtd. 31-1-2001 under sections 383A(1) and 642(1). The salient features are as under:

1.      Every company not required to employ a whole time secretary under section 383A(1) of the Act and having a paid-up share-capital of10,00,000/- or more but less than2,00,00,000/- shall obtain a Secretarial Compliance Certificate (SCC) from a secretary in whole time practice.

2.      The said company shall file with the ROC the SCC in the prescribed Form or as near thereto as circumstances admit in respect of each financial year within thirty days from the date on which its annual general meeting was held.

3.      Where the annual general meeting of such company for any year has not been held, there shall be filed with the Registrar such SCC within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of the Act.

4.      Every secretary in whole-time practice for the purpose of issue of SCC shall have right to access at all times to the registers, books, papers, documents and records of the company whether kept in pursuance of the Act or any other Act or otherwise and whether kept at the registered office of the company or elsewhere and shall be entitled to require from the officers or agents of the company, such information and explanations as the secretary in whole-time practice may think necessary for the purpose of such SCC.

5.      Every SCC shall be laid by the company in its annual general meeting.

6.      The Institute of Company Secretaries of India vide its Notification No. 1001/1/DR, dated 27-2-2003 has laid a limit for issue of SCC by a secretary in whole time practice. A secretary in whole time practice can issue SCCs to not more than 50 companies in a calendar year commencing from 1st January, 2003.

7.      If a Company voluntarily appoints a whole time Company Secretary then SCC need not be filed (Circular No. 1747/2002 dt. 11-12-2003).