ICSI (UDIN) Guidelines, 2019 makes UDIN Mandatory for MGT-7 effective from September 1, 2020





ICSI Unique Document Identification Number (UDIN) Guidelines, 2019

(as approved by the Council in its 261st (Special) Meeting held on 27th June, 2019 at New Delhi and amended by the Council in its 263rdMeeting held on 23rdSeptember, 2019 at New Delhi and further amended by the Council in its 269th (Adjourned)
Meeting held on 13th July, 2020)
 
In exercise of the powers conferred by clause (1) of Part II of the Second Schedule to the Company Secretaries Act, 1980 as amended by the Company Secretaries (Amendment) Act, 2006, the Council of the Institute of Company Secretaries of India hereby issues the following guidelines:-
 
 
1.    Short Title

These Guidelines may be called the ICSI Unique Document Identification Number (UDIN) Guidelines, 2019.
 
2.    Objective

The objective of issuing these Guidelines is to:-
  1. enable the stakeholders to verify the authenticity of various documents certified by Company Secretaries in Practice;

  2. prevent counterfeiting of various attestations /certifications;

  3. provide ease of maintaining the Register of Attestation / Certification services rendered by practicing members;

  4. ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of the various certification /attestation services that may be rendered by the practitioners;

  5. auto-prefill details of Certification / Attestation services rendered by practicing members in the form for renewal of Certificate of

 
3.    Applicability
  1. Registration on the UDIN portal shall be mandatory at any time after issue of Certificate of Practice (‘COP’) but before generating the first UDIN or before the renewal of COPby a Practising Company Secretary (hereinafter referred to as ‘the PCS’), whichever is

  2. UDIN shall be generated for the following services rendered by a PCS

  1. Certification of Annual Return in Form MGT-8 under Section 92(2) of the Companies Act, 2013 and Rule 11(2) of the Companies (Management and Administration) Rules,2014.

  2. Issuance of Secretarial Audit Report in terms of Section 204 of the Companies Act,2013.

  3. Issuance of Secretarial Audit Report to material unlisted subsidiaries of listed entities (whose equity shares are listed) in terms of Regulation 24A of SEBI (LODR) Regulations,2015.

  4. Issuance of Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed) under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8thFebruary,2019.

  5. Certification under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority under Schedule V, Part C, Clause(10)(i).

  6. Certification under Regulation 40(9) of SEBI (LODR) Regulations, 2015 certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotmentmonies.

  7. Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL andCDSL.

  8. Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital

  9. Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2016 in the State

  10. Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued

  11. Conduct of Internal Audit of the stock brokers/sub brokers under SEBI Circular no. MIRSD/ DPSIII/ Cir-26/ 08 dated 22nd August 2008 and MRD/DMS/Cir-29/2008 dated 21st

  12. Issuance of Certificate in case of the Indian company accepting the investment from a foreign investor, thereby confirming compliance of Companies Act, 2013 and other matters (As per Para 9 (1) (B) (i) of Schedule 1 to Notification No. FEMA 20/2000-RB dated 3rd May 2000)

  13. Compliance Certificate regarding compliance of conditions of Corporate Governance as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations

  14. Certification of Annual Return in Form MGT-7 under Section 92(1) of the Companies Act, 2013 and Rule 11(1) of the Companies (Management and Administration) Rules,

 
 
Provided further that the PCS may generate the UDIN for any other form including any e- Form(s) or document(s) or Certificate(s) which are not listed above and not mandatory as per these guidelines on voluntary basis.

Provided further that the Practicing Company Secretaries(PCS) Committee of the Council of ICSI may from time to time decide the e-Form(s) or document(s) or Certificate(s) which are voluntary and their manner of presentation in the Option – ‘Others’ for the purpose of drop down menu in the UDIN portal for convenience of the members.

Provided further that PCS Committee may from time to time decide the details / fields / information to be provided in the UDIN portal for the purpose of registration/ generation of UDIN as it may deem fit and proper.
 
4.    UDIN Generation

The PCS shall go to the designated website, and create a login id and password by entering the Membership Number, CoP No., Phone No., Email id, AADHAR and Income Tax PAN.
  1. The login id would be verified through a computer

  2. The UDIN shall be a system generated random alphanumeric

  3. No document shall be required to be

5.    Modalities

The modalities for operationalising these Guidelines are as under:
  1. Only Members with a valid Certificate of Practice can register at the designated website;

  2. UDIN cannot be generated unless the PCS is registered at the designated website as above;

  3. Only the member certifying the document may generate UDIN;

  4. Regulatory bodies and other stakeholders may verify the authenticity of documents certified by PCS by visiting the designated website;

  5. No fee shall be charged for registration/generation of UDIN;

  6. UDIN shall be shared on registered Email id of the concerned Member or through any other electronic mode;

  7. Name of recipient of the professional service, CIN /LLPIN / PAN No. of client (as the case may be) shall be disclosed at the time of generation ofUDIN;

  8. UDIN shall be generated at the time of signing of Certificate / Report / Form / Other Documents or seven days in advance to the date of such signing as Illustration: A Certificate is signed on September 25, 2019. In such case, ideally the UDIN should be generated on September 25, 2019 but in exceptional cases, the UDIN may be generated 7 days in advance, i.e., any time during September 18, 2019 to September 25, 2019. Thereby providing a window of advance seven days for UDIN generation.

  9. UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation or the effective date of UDIN, whichever is

 
Provided that the PCS Committee may frame standard operating procedures and modalities or any scheme due to any specific circumstances to condone the delay on such terms and conditions as it may deem fit and proper and in case of such condonation, the PCS shall not be liable for consequences of violation as mentioned in paragraph 8 of these guidelines.
 
6.    Quoting UDIN and Timelines

UDIN shall be mandatorily mentioned in the Certificate, Report and Other Documents along with the Certificate of Practice Number.

In case of e Form MGT 7 as mentioned in paragraph 3 (a)(xiv) of these guidelines and e- Form(s) which are voluntarily chosen by the PCS as mentioned in the first proviso to paragraph 3 (b) of these guidelines, the UDIN shall be mentioned by way of optional attachment, unless any specific field for the same is provided by the law.
These guidelines shall be mandatory w.e.f. 1st October, 2019.

Provided however that, these guidelines shall be recommendatory with immediate effect.
 
7.   Renewal of Certificate of Practice
  • Registration on the UDIN portal shall be mandatorily verified at the time of renewal of COP of a PCS and in case of non-registration immediate opportunity will be provided by the system to complete the registration before proceeding with the application for renewal of

Provided that renewal of membership of ICSI will be permitted even if a PCS is not registered on the UDIN portal.
 
  • The details of UDIN generated by a PCS (including nil UDIN) during a Financial Year shall be auto-filled in the application form for renewal of Certificate of Practice.

8.    Consequences of violation

Any non-compliance with these Guidelines shall render the PCS liable for action under the Company Secretaries Act, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.
 
9.    Confidentiality

The details uploaded by the PCS at the time of generating UDIN shall remain confidential and not be construed as “information” under the Right to Information Act, 2005.
 
10.  Removal of Difficulty

If any difficulty arises with respect to the observance / interpretation of these Guidelines, or some unforeseeable circumstances occur which have not expressly been provided for in these Guidelines, then the Secretary, ICSI shall decide the matter in consultation with President, ICSI and pass such orders as may appear necessary or expedient for carrying out the objectives of these Guidelines.
 
Provided further that all matters dealt with under this paragraph shall be placed before the PCS Committee for information and passing necessary instructions wherever necessary.

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