Query on obtaining Compliance Certificate - under Companies Act, 1956

[Kiran T]

Dear Group Members,

Is it necessary to obtain a Compliance Certificate from a Practicing Company Secretary for a Private Ltd. Co. who’s paid up capital is 1.93 crs even there is Whole time Company Secretary appointed in this Company?

After reading Sec 383A read with Companies (Appointment and Qualifications of Secretaries) Rules, 1988 and its Amendment Rules, 2003 and 2009 we understand that,

·           For companies where paid-up capital is < 10 lakhs – not compulsory

·             For companies where paid-up capital is > 10 laksh but < 2 crs – CC is required if whole-time company secretary is not appointed.

·               For companies where paid-up Capital is > 2 crs but < 5 crs - CC is required if whole-time Company Secretary is not appointed.

·               For companies where paid-up Capital is > 5 crs – CC is not compulsory but appointment of whole-time Company Secretary is required.

Since the above said Pvt. Ltd. comes under category two as said above, obtaining of CC is not required.

Is our understanding correct?

Regards

Kiran.T

[Venkat Ragavan]

Whole time Company Secretary appointed by the Company, So CC from PCS is not necessary in this case.

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[Ganga Anil Kumar]

Dear Friend,

You are right.

CC is not required, because you have CS in Employment.

Thanking you,

Warm Regards

CS Anil Kumar Ganga | Hyderabad | India | +91 80082 99901 | +91 84980 84006 

...........................................................................................................................................

                                             " Try And Try Till You Succeed"

[ishan jain]

Clarification is also available at MCA in which it states the same thing.

 

Thanks

 

Ishan

Thanks and Regards

ISHAN JAIN

[Kiran T]

Dear Madam,

Can you get us the clarification available on the MCA website?

Regards

Kiran.T

[ishan jain]

Compliance Certificate – clarification General Circular No. 35/2003

5th Floor, "A" Wing, Shastri Bhawan, Dr. R.P. Road, New Delhi – 110 001. Dated    11th   December, 2003. To             All Chambers of Commerce & Industry             (As per standard list)   Subject:-   Compliance Certificate – clarification.   Sir,    Proviso to section 383A (1) of the Companies Act, 1956 inter-alia provides that every company not required to employ a whole-time secretary under sub-section (1) of section 383A and having a paid-up share capital of ten lakh rupees or more shall file with the Registrar a certificate from a secretary in whole time practice as to whether the company has complied with all the provisions of this Act and a copy of such certificate shall be attached with Board of Director report referred to in section 217.   2.         The issue whether a company which is not required to appoint a whole-time company secretary but has voluntarily appointed a whole-time secretary, is required to obtain compliance certificate from secretary in whole-time practice was under examination in this Department.   3.         In consultation with the Department of Legal Affairs it is clarified that a company which is not required under law to employ a whole-time secretary, but has nevertheless employed a whole-time Company Secretary within the meaning of section 2(1)(c) of the Company Secretaries Act, 1980, such a company is not required to obtain compliance certificate from Company Secretary in practice.  In other words, no company employing a full time Company Secretary is required to also obtain a compliance certificate from a Company Secretary in practice.   4.         You are requested to kindly bring this circular to the notice of your constituents.   Yours faithfully,     (N.K. Vig) Under Secretary to the Govt. of India (Tel: 2338 7174)

[Pooja Khurana]

Learned Members , 

Plz tell me the applicability of taking compliance certificate after passing of company secretaries Act, 2013

[Jayashree Chandrasekaran]

Thanks Ishan for sharing the circular
Jayashree

On 9/30/13, Pooja Khurana <cspooja...@gmail.com> wrote:
> Learned Members ,
>
> Plz tell me the applicability of taking compliance certificate after
> passing of company secretaries Act, 2013
>
>
> On Mon, Sep 30, 2013 at 12:57 PM, ishan jain
> <jhakas0...@gmail.com>wrote:
>

>> *Compliance Certificate – clarification General Circular No. 35/2003*

>>>>> *Thanking you,*
>>>>> *
>>>>> Warm Regards*
>>>>> *CS Anil Kumar Ganga | Hyderabad | India | **+91 80082 99901 | +91
>>>>> 84980 84006 *
>>>>> *
>>>>> ...........................................................................................................................................
>>>>> *
>>>>> * " Try And Try Till You
>>>>> Succeed"*

>>>>>
>>>>>
>>>>> On 30 September 2013 12:28, Venkat Ragavan
>>>>> <cs.venka...@gmail.com>wrote:
>>>>>
>>>>>> Whole time Company Secretary appointed by the Company, So CC from PCS
>>>>>> is not necessary in this case.
>>>>>>
>>>>>>
>>>>>> On Mon, Sep 30, 2013 at 11:01 AM, Kiran T
>>>>>> <cskir...@gmail.com>wrote:
>>>>>>
>>>>>>> Dear Group Members,
>>>>>>>
>>>>>>> Is it necessary to obtain a Compliance Certificate from a Practicing
>>>>>>> Company Secretary for a Private Ltd. Co. who’s paid up capital is
>>>>>>> 1.93 crs
>>>>>>> even there is Whole time Company Secretary appointed in this
>>>>>>> Company?
>>>>>>>
>>>>>>> After reading Sec 383A read with Companies (Appointment and
>>>>>>> Qualifications of Secretaries) Rules, 1988 and its Amendment Rules,
>>>>>>> 2003
>>>>>>> and 2009 we understand that,
>>>>>>>

>>>>>>> · For companies where paid-up capital is < 10 lakhs – *not
>>>>>>> compulsory*
>>>>>>>
>>>>>>> · For companies where paid-up capital is > 10 laksh but
>>>>>>> < 2 crs – *CC is required if whole-time company secretary is not
>>>>>>> appointed.*
>>>>>>>
>>>>>>> · For companies where paid-up Capital is > 2 crs but <
>>>>>>> 5 crs - *CC is required if whole-time Company Secretary is not
>>>>>>> appointed.*
>>>>>>>
>>>>>>> · For companies where paid-up Capital is > 5 crs – *CC

>>>>>>> is not compulsory but appointment of whole-time Company Secretary is

>>>>>>> required.*

C.JAYASHREE
PARTNER
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[Kiran T]

Thanks madam,

Will this clarification holds good even after the rules got amended in 2009.

Because in 2009 amended rules, it says that if whole time CS is appointed for the co. whose paid share capital is 2crs and above but lesss than 5 crs CC is not required.

The 2009 amended rule was silent on the slab for more than 10 lakhs but less than 2crs.

Should we construe that clarification issued in 2003 shall hold good even after that 2009 amended rule?

Regards

Kiran.T

[ishan jain]

in my view it should stand.

 

Thanks

 

Ishan

[Pooja Khurana]

But as per New Companies Act, 2013, there is no such provision in the Act, 2013.

and moreover Secretarial Audit is made compulsory for all listed companies and companies having paid up share capital & turnover of Rs 100 crore or more.

[ishan jain]

I accept that as per the new companies act 2013 there is no such provision.

 

but as per your query you are stating amendments taken place in the year 2009.

 

Thanks

 

Ishan

[rupali modi]

Pl clarify all are saying CC is not required than what is Clause 92(1)(ix) of Companies Act, 2013?????

[CS.Omkar]

Dear CS. Kiran,

 

As per proviso to Sub-Rule 3A of Rule 2 of the Companies (Appointment and Qualifications of Secretary) Rules, 1988 (as last amended vide amendment Rules 2009), all companies (irrespective of paidup share capital) who have appointed whole-time secretary who is member of ICSI, is not required to take Compliance Certificate from secretary in whole-time practice. This proviso included vide 2009 amendment rules refers to appointment of whole-time secretary not only under Sub-Rule 3A (Companies with paid-up share capital between Rs. 2 Crores and Rs. 5 Crores), but also under Sub-Rule 3 (Companies with paid-up share capital of less than Rs. 2 Crores).

 

Happy to have other views, if any.

 

Regards...Omkar

[Deepesh Nayak]

Good Morning Friends,

According to my knowledge, the position as under:

01. If paid up capital is less than Rs. 10 lac, then CC not requires.

02. If paid up capital is Rs. 10 lac and more but less than Rs. 2 crore, CC is required, whether cs appointed or not,

03. If paid up capital is Rs. 2 crore or more but less than Rs. 5 crore and Company has appointed a WT CS, then CC not required.

04. If paid up capital is Rs. 2 crore or more but less than Rs. 5 crore and no WT CS has appointed in the Company then CC is required.

05. If paid up capital is Rs. 5 crore or more, then appointment of CS is mandatory and no requirement of CC.

Thanks & Regards,

Deepesh

Thanking you,

*CS Deepesh Kumar Nayak*
 Company Secretary
 *Mob. 097134-80215*
*csdeepe...@gmail.com*