ICSI (Employee Company Secretaries Identification Number (eCSIN) Guidelines), 2019

(as approved by the Council in its 261st (Special) Meeting held on 27th June, 2019 at New Delhi and further amended by the Council in its 263rd Meeting held on 23 September, 2019 at New Delhi)

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 (Employee Company Secretaries Identification Number) Guidelines, 2019

2. Objective

The Company Secretaries Act, 1980 provides for the regulation and development of the profession of Company Secretaries. Accordingly, in order to ensure that the objective of the Company Secretaries Act, 1980 is met, the need for Guidelines has become all the more necessary when the Companies Act, 2013 and rules framed thereunder have made specific provisions under section 203 and Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for appointment of Company Secretary. This will enable the Institute to identify a Company Secretary employed in a particular company and bring more transparency. Needless to mention that this will facilitate the members to update their professional address in the Register of Members maintained by the Institute in terms of Regulation 3 of The Company Secretaries Regulations, 1982.

3. Registration at the eCSIN portal

(a) The member of the Institute shall visit the website, i.e., icsi.edu or any other designated website as may be approved by the Council and create a login id and password by entering the membership number, phone number, email id, Aadhaar Number issued by The Unique Identification Authority of India (UIDAI), Permanent Account Number (PAN) issued by The Income Tax Department and such other particulars as may be mandated by the Institute.

(b) The login id would be verified through email or sms or by any other electronic mode.

4. eCSIN Generation

(a) eCSIN shall be generated by the member at the time of issuing the consent letter or the resignation / cessation letter by such member to the employer for any job in any organization, whether as Company Secretary or otherwise, unless exempted under clause 6 of these Guidelines.

Provided that the Competent Authority of ICSI may allot, exempt, alter or otherwise deal with generation of eCSIN on a special request of a member in special circumstances which may be required under the prevailing law or otherwise.

Provided further that the Competent Authority may suo motu generate eCSIN in respect of any member or class of members including the members exempted under clause 6 of these Guidelines.

Explanation:

(i) The consent letter here means the consent letter to be given in terms of the provisions of section 203 of the Companies Act, 2013 and Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for appointment of Company Secretary. In case of appointment other than as Company Secretary under section 203 of the Companies Act, 2013, it shall mean the acceptance letter.

(ii) The Secretary, ICSI or any other person / authority as may be designated by him shall be the Competent Authority under clause 4(a) of these Guidelines.

(b) The eCSIN shall be a seventeen-digit system generated random unique alphanumeric number.

(c) No document is required to be uploaded for creating login id or generating eCSIN.

(d) eCSIN shall be shared only on registered email id of the members or through any other electronic mode.

(e) Name of the member, ICSI Membership No., CIN of the company or any other registration number in case of employer other than a company, name of the Employer, Date of appointment / cessation, date of board resolution or Offer Letter or Agreement if available and total annual emoluments (cost to company) on the date of eCSIN generation shall be disclosed at the time of generation of eCSIN.

(f) There shall be no fee for registration at the portal or generation of eCSIN.

5. Mentioning eCSIN

(a) eCSIN generated at the time of issuing the consent letter or the resignation or cessation letter shall be mentioned along with the membership number on such letter.

(b) In case e-form DIR 12 or such other form as may be prescribed under the Companies Act, 2013 and rules made there under is being filed with respect to the appointment or resignation or cessation of any member, the consent letter or the resignation letter or the cessation letter containing the eCSIN as per clause 4(a) of these Guidelines must be attached to such form.

6. Exemption from these Guidelines

The requirement of generating and mentioning eCSIN in accordance with these Guidelines shall not apply to –

(a) Sitting Members of Parliament or of any State or UT Legislative Assembly

(b) Serving Members of Judiciary/Tribunals and Quasi Judicial Bodies

(c) Serving Members of Civil Services and allied disciplines

(d) Serving Members of Armed Forces and Paramilitary forces

(e) Serving Diplomats

(f) Members in permanent employment with Central Government, State Government(s), Regulatory Bodies, Government Organizations

(g) Members registered with any registered Bar Council of India.

(h) Members holding Certificate of Practice issued by any other professional bodies in India

Provided further that, the requirement of eCSIN generation shall also not apply in case of Members who are specifically exempted by the Council of ICSI on case to case basis.

7. Monitoring

(i) Members with an active membership can register at the designated website.

(ii) A member can generate only one eCSIN for one employer, once at the time of registering the appointment and another eCSIN for the same employer at the time of registering the cessation of that employment

(iii) Prospective Employers, Regulatory Body and other stakeholders may at anytime verify the authenticity of eCSIN by visiting the designated website and registering at the designated website.

8. Applicability

(a) Quoting eCSIN on the consent letter shall be mandatory for members entering into any employment as a Company Secretary (KMP) or otherwise.

(b) Quoting eCSIN on the consent letters to be attached with the form DIR12 shall be mandatory for members entering into employment as Company Secretary w.e.f. 1st October, 2019 and till that time the same shall remain recommendatory.

(c) The members in respect of whose appointment form 32 under the provisions of erstwhile Companies Act, 1956 or e-form DIR-12 under the provisions of the Companies Act, 2013 has already been filed or the members who are otherwise employed upto and including 30th September, 2019 shall mandatorily be required to generate eCSIN on or before 31st December, 2019 (or such other time and date as may be specified by the ICSI).

9. Consequences of Violation

(a) Any non-compliance or defective compliance with these Guidelines shall 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.

(b) eCSIN shall be mandatorily required at the time of renewal of membership of a member who is in employment to ensure the compliance of Regulation 3 of The Company Secretaries Regulations, 1982.

10. Confidentiality

The data uploaded by the members at the time of generation of eCSIN shall be confidential and not be construed as “information” under the Right to Information Act, 2005 except for the information accessible to the world at large on the portal of the Ministry of Corporate Affairs or on the ICSI portal or on the designated eCSIN website.

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