COMPLIANCE CERTIFICATE

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1 GOVERNING PROVISIONS COMPLIANCE CERTIFICATE Section 383A(1) of Companies Act 1956 Companies (Compliance Certificate) Rules 2001 Guidelines issued by ICSI Proviso to Section 383A(1) of Companies Act 1956 Introduced by Companies (Amendment ) Act 2000 which came into force w.e.f December 13, 2000 Company not required to employ a whole time secretary and having a paid up share capital of Ten Lacs rupees or more shall file with the Registrar a certificate from a secretary in whole time practice attach a copy of such certificate with Board s report Companies (Compliance Certificate ) Rules 2001 The Companies (Compliance Certificate ) Rules 2001 came into force w.e.f 1 St Feb 2001 The Compliance Certificate to be filed to ROC within 30 days from date on which AGM is held. Where AGM is not held then within 30 days from day on which AGM should have been held Compliance Certificate to be laid in its Annual General Meeting 1

2 GUIDELINES FOR ISSUING COMPLIANCE CERTIFICATE Effective from 1 st January 2008 ATTESTATION SERVICES MEAN Ceiling on issuing Compliance Certificate and annual return - 80 Companies in aggregate in a calendar year. In case of partnership firm ceiling apply to each partner. Every Practicing Company Secretary (PCS)/Firm of PCS shall maintain a register regarding attestation services provided by him/her/it, which shall be open for inspection by such person as may be authorised Signing of Annual Return Issue of Compliance Certificate Issue of certificate of Securities Transfers in Compliance with the Listing Agreement Certificate of reconciliation of capital, updation of register of members etc FORM AND CONTENTS CC should be in form appended to rules It should be addressed to the members of the Company 33 points prescribed Qualification should be stated with reasonable prominence Flexibility have been given to PCS to make necessary modifications CC shall relate period pertaining to the financial year of the Company PENALTY FOR FALSE STATEMENTS (SECTION 628 AND SECTION 448) If in any return, report, certificate, balance sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of this Act, any person makes a statement (a) which is false in any material particular, knowing it to be false; or (b) which omits any material fact knowing it to be material; he shall be punish able with imprisonment for a term which may extend to two years, and shall also be liable to fine Section 448 of Companies Act, 2013 Imprisonment Minimum three years which may extend to seven years AND Fine upto Rs. 10 lacs 2

3 SECRETARIAL AUDIT AN INTRODUCTION Secretarial Audit is a health check up process of an organization Multiplicity of laws, rules, regulations, etc. has necessitated introduction of a compliance management system to ensure compliances of laws applicable to a company It is a compliance audit. it is a part of total compliance management in an organization. The Secretarial Audit is an effective tool for corporate compliance management. It helps ensure timely corrective measures when noncompliance is detected. Voluntary Secretarial Audit Earlier MCA has released Corporate Governance Voluntary Guidelines 2009 on December 21, 2009, according to which voluntary secretarial audit was introduced to ensure the effective compliance system is in place. Section 204 of Companies Act 2013 Applicability Every Listed Company Company belonging to other class of companies as may be prescribed shall annex with its Board s report a secretarial audit report given by a Company Secretary in Practice Board to respond to qualifications, made by the Secretary, in the Board s report. 3

4 As per Rule of draft Rules : Every public company having a paid up share capital of one hundred crore rupees or more shall require the Secretarial Audit Report Format of the Secretarial Audit Report shall be in Form No A practicing company secretary being Secretarial Auditor has all the same powers to verify the books and statutory records as any Financial Auditors do have. Section 143 (14) of the Companies Act 2013 has specifically empowered Secretarial Auditors to demand and scrutinize the documents and company is obliged to assist the Secretarial Auditors. CONTENTS OF SA REPORT Secretarial Auditor s comments and observations on compliance or non compliance during the defined audit period Significant litigation(s) within thescopeof of Audit Board Processes followed by the Company A statement on the existence of adequate internal control systems, procedures and safeguards for ensuring compliance with laws applicable to the company, commensurate with the size of the company and the nature of its business. Such other matters that may be required to be audited/ reviewed from a compliance and governance perspective Any material event(s) happening after the financial year but before the date of the report having substantial impact on any of the above reported items Report shall be signed by the PCS, who acts as the Secretarial Auditor in his individual capacity (and not as a partner or sole proprietor of a firm) by mentioning his CP Number 4

5 CERTIFICATION OF E FORMS Before the launch of MCA 21 all the forms were physically submitted at the ROC offices. The Central Government has amended the Companies (Central Government s ) General Rules and Forms, 1956 vide Notification No. GSR 56(E) dated February 10, 2006 And notified the e forms to enable the electronic filing of documents The e forms requires the pre certification by professional (CS /CA/ CWA). Objective : Reduction of errors Accuracy PRE CERTIFICATION It means certification of correctness of any document by a professional before the same is filed with the Registrar. DUTIES OF PRACTISING COMPANY SECRETARY To check thoroughly the correctness of the contents of the forms before certifying it as correct. The members in practice are, accordingly, expected to exercise due care and skill while performing the duty of certification. Certification of e form is, therefore, not a routine or mechanical exercise but is a serious and involved work calling for sound application of mind in verifying the averments made in the e form after due consideration of the provisions of the Companies Act read with the relevant rules. LIABILITIES OF PRACTISING COMPANY SECRETARY With a view to ensure that the secretary in whole time practice carries out his work with due diligence, the Registrar may carry out scrutiny of Forms on random basis. If any Secretary in whole time practice is found guilty of dereliction of duties, he will be liable for disciplinary action by the Institute/High Court under the Company Secretaries Act, 1980 as well as penalty under the Companies Act, Penal Provisions applicable as per Section 628 of the Companies Act, 1956 / Section 448 of Companies Act

6 LIABILITY FOR PROFESSIONAL MISCONDUCT UNDER THE COMPANY SECRETARIES ACT, 1980 In case there is any false statement in any material particular or omission of any material fact in the form certified as correct by a Practising Company Secretary, he would be liable for disciplinary action for professional or other misconduct under the provision of the Company Secretaries Act, 1980 DILIGENCE REPORT FOR BANKS Objective In order to avoid the frauds mainly due to lack of effective sharing of information about the credit history and the conduct of account of the borrower among the various banks the new concept of diligence report for banks was introduced in Scope of Diligence Report The PCS is required to certify compliance in respect of matters specified in the RBI circular no. DBOD No. BP.BC. 46/ / dated September 19, Diligence Report shall be in the format given in Annexure III as per the RBI circular. The RBI advised all the scheduled commercial Banks to obtain regular certification means Diligence Report by professional, preferably a PCS. 6

7 Guidance on Diligence Reporting Period of Reporting Diligence Report shall be made on a half year basis. Right to Access Records of the company and other related documents such as borrowing, investment details of the company with regard to Diligence Professional Responsibility & Penalty for False diligence Report Communication the appointment to issue the diligence Report to old PCS in writing by registered post Compliance Input & checklist for issue the Diligence Report List of present Directors with details regarding changes took place during the period and Retired by rotation Directors year The Shareholding Pattern of the Company as on with changes took place during the period Details of alteration of MOA/AOA during the period Details of transactions entered with the business entities in which Directors are interested Details of advanced loans, given guarantee, provided securities to its Directors and /or persons or firms in which directors are interested Details of loan and investment, given guarantees or provided securities to other business entities Details of all Borrowings from Directors/members/FI's/Banks continue Details of creation, modification and satisfaction of charges Details of default in repayment of public deposits, usecured loan, debentures, facilities granted by banks/fis Principal value of forex exposure and overseas borrowings Details of issue and allotment of securities during the Details of insurance policy Compliance of terms and conditions set forth by the lending institutions at the if availing any facilities and also during the currency of the facilities Details of Declaration and Payment of Dividends Declaration from the Company/Management that any of its directors does not appear in the defaulters list of RBI continue Details/clarification of pending statutory dues, if any Declaration from the Company/Management that name of the company/any of its directors does not appear in the Specific Approval of ECGC Declaration from the management that the borrowed funds have been used for the purposes for which they were borrowed. Compliance of the provisions of Section 372A of the Companies Act Details required Declaration from the management that applicable accounting standards have been followed during the period. 7

8 continue Details of amount credited to the Investor Education and Protection Funds Amounts how arrived Details of prosecution initiated, show cause notices received by the company under various statutory provisions and also fines/penalties imposed on the Company and any other action against the Company and/or its Directors Compliance of Listing Agreement Confirmation with regard to timely deposit of both Employee's and Employers Contribution of Provident Funds with the prescribed Authorities Depository The two Depository service providers in India 1. National Securities Depository Ltd. (NSDL) and 2. Central Depository Services (India) Limited (CDSL) National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) have allowed Company Secretaries in Whole time Practice to undertake internal / concurrent audit of the operations of Depository Participants (DPs) Role of Company Secretary NSDL has vide its circular No. NSDL/SG/II/010/99 dated 26th March 1999 notified amendment of its Bye Law of Chapter 10 as follows: Every Participant shall ensure that an internal audit in respect of the operations of the Depository is conducted at intervals of not more than three* months by a qualified Company Secretary or a Chartered Accountant** holding a Certificate of Practice and a copy of the internal audit report shall be furnished to the Depository. CDSL has also made the similar provisions vide its circular dated September 28, 1999 notified amendment of its Bye Laws

9 BUSINESS RESPONSIBILITY REPORTING Business Responsibility Reporting BRR is part of National Voluntary Guidelines issued on Social, Environment and Economic Responsibilities of Business issued by MCA in July, 2011 SEBI vide its circular number CIR/CFD/DIL/8/2012 dated August 13, 2012, amended dd Listing Agreement to insert Clause 55 by which h it is mandatory for all listed companies to submit, as part of their Annual Reports, Business Responsibility Reports (BRR), describing the initiative taken from an environment, social and governance perspective, in the prescribed format. In the first phase, top 100 listed companies, based on market capitalisation at BSE and NSE as on March 31, 2012, to disclose the BR Reports from financial year ending on or after December 31, Other listed companies can voluntarily disclose BR Reports as part of their Annual Reports. Why report? Enhanced business value Improved operations Strengthened relationships Enhanced trust and credibility And a few more Meet growing expectations of broad range of stakeholders Improved reputation with socially responsible investors Employee recruitment and retention Brand protection and customer loyalty Reporting The NVG (National Voluntary Guidelines) form have been at articulated in the form of Nine Principles There are Five Sections as per draft report There are Five Sections as per draft report Section A General Information about the Company Section B Financial Details of the Company Paid up Capital Total Turnover Profit after tax Total spending on CSR as % of profit after tax 9

10 Section E Principle wise performance Section C Other Details like Whether the company is having any Subsidiary Company (ies) Their participation in BR initiative of the parent company Other entity (ies) like suppliers, distributors etc. also participate in BR initiative, if yes then indicate the % of such entity. Section D BR Information Details of Directors responsible for BR BR Policy reporting of the company on prescribed (nine) principles in yes / no Principle 1 Business should conduct and govern themselves with Ethics, Transparency and Accountability Principle 2 Business should provide goods and services that are safe & contribute to sustainability throughout their life cycle Principle 3 Business should promote the well beings of all the employees Continue Principle 4 Business should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised. Principle 5 Business should respect and promote human rights Principle 6 Business should respect, protect and make efforts to restore the environment Continue Principle 7 Business when engaged in influencing public and regulatory policy should do so in a responsible manner Principle 8 Business should support inclusive growth and equitable development Principle 9 Business should engage with and provide value to their customers and consumers in a responsible manner 10

11 Role of Company Secretary BRR Role of Company Secretary : PCS can act as consultant / advisers in finalizing the BRR which is part of Annual Report. THANK YOU MONIKA KOHLI FCS, LL.B DMK Associates Company Secretaries 31/36, Old Rajinder Nagar, New Delhi Mobile:

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