The Institute of Company Secretaries of India (ICSI) is a premier professional body set up under an Act of Parliament, i.e., Company Secretaries Act, 1980, for the regulation and development of the profession of Company Secretaries in India. It functions under the jurisdiction of Ministry of Corporate Affairs, Government of India. The Institute, being a pro-active body, focuses on best and top-quality education to students of Company Secretaries Course and best quality set standards for CS members. The institute has over 58,000 members and about 3.5 lakh students on its roll.
The council members in its 261st meeting held on 27th June, 2019 at New Delhi approved Employee Company Secretary Identification Number (eCSIN) Guidelines, 2019 that every Company Secretary in employment shall be required to generate eCSIN on Mandatory basis w.e.f *1st October, 2019* till then it is recommendatory.
In an attempt to pursue heightened sense of self-governance and strengthen the practising side of the profession of Company Secretaries, The Institute of Company Secretaries of India has rolled out a unique initiative in the form of Unique Document Identification Number or UDIN. Aimed at strengthening the framework of good governance UDIN shall serve the following purposes simultaneously:
provide ease of maintaining Register of Attestation/ Certification services
prevent counterfeiting of various attestations/ certifications
ensure compliance w.r.t ceilings on the number of certifications / attestations
enable stakeholders & regulators to verify genuinity of documents signed or certified by Company Secretaries in Practice,.
Emphasizing on the need of UDIN, President, ICSI said, “Under the mechanism, an alpha numeric number shall be generated for the identification of every document attested by Practising Company Secretaries which shall definitely act as a trust enhancer by facilitating verification that the document is genuinely signed or certified by a Company Secretary in Practice.”
The ICSI UDIN will be mandatory for every document except an e-form, signed or certified by a CS with effect from 1st October, 2019.
This UDIN System has been developed by ICSI to facilitate its members for verification and certification of the documents and for securing documents and authenticity thereof by Regulators.
However, ICSI assumes no responsibility of verification and certification of document(s) carried out by the Members and the concerned member(s) shall alone be responsible therefore.
UDIN shall be generated for the following services rendered by PCS:
i. 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.
ii. Issuance of Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013.
iii. Issuance of Secretarial Audit Report to material unlisted subsidiaries of listed entities (whose equity shares are listed) under Regulation 24A of SEBI (LODR) Regulations, 2015.
iv. 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.
v. 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).
vi. Certification under Regulation 40(9) of SEBI (LODR) Regulations, 2015 certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.
vii. Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL.
viii. Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit.
ix. Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana.
x. Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI.
xi. 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 October 2008.
xii. 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)
Provided further that the practicing company secretary may generate the UDIN for any other eForm and document(s) which is not listed above and not mandatory as per these guidelines on voluntary basis.
Any non-compliance with these Guidelinesshall render the members liable for action under the Company Secretaries Act, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.
The data uploaded by the members at the time of generating UDIN shall remain confidential and not be construed as “information” under the Right to Information Act, 2005.
Quoting UDIN and Timelines UDIN shall be generated at the time of signing the Certificate/ Report and mandatorily be mentioned in the Certificate, Report and documents along with the Certificate of Practice number.
Quoting UDIN on the certifications, attestations, w.r.t the professional services as mentioned under sub-clauses (i) to (xii) of Clause 3 supra shall be mandatory w.e.f. 1st October, 2019. Provided however that, quoting UDIN on the certifications, attestations w.r.t the professional services as mentioned under subclauses (i) to (xii) of Clause 3 supra shall be recommendatory with immediate effect.
The details of UDIN generated by a PCS during a Financial Year shall be auto-filled in the application form for renewal of Certificate of Practice.
Provided however that for the Financial Year 2020-21 the details of UDIN generated by a practicing member during the six month period commencing from 1st October, 2019 will only be auto-filled in the application form for renewal of Certificate of Practice and the data pertaining to the six month period upto and including 30th September, 2019 is to be filled in by the practicing member on his own.
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