Summary: The Institute of Company Secretaries of India (ICSI), through a representation dated 15th September, 2026 addressed to the Commerce Secretary, has requested express inclusion of Company Secretaries in Practice (PCS) among professionals eligible to issue compliance certificates under Clause 9.06 of the Inventory-Based Cross-Border E-Commerce Facilitation Framework. The representation refers to DGFT Public Notice No. 25/2026-27 dated 5 August 2026, under which an Exporter-on-Record is required to obtain a compliance certificate from an independent Chartered Accountant, Cost Accountant, or such other professional as may be specified by DGFT. request-for-inclusion-of-compan… ICSI states that Company Secretaries are recognised compliance professionals with expertise in regulatory compliance, certification, due diligence, governance, documentation and internal controls. It also highlights their role under the Foreign Trade Policy, FEMA and related regulatory frameworks, including External Commercial Borrowings and Trade Credits, cross-border mergers, foreign investment compliance, Secretarial Audit and other certification functions. request-for-inclusion-of-compan… request-for-inclusion-of-compan… ICSI has proposed amending Clause 9.06(i) to expressly include “Company Secretary” alongside Chartered Accountant and Cost Accountant, stating that this would strengthen the Framework’s compliance architecture while providing exporters wider access to qualified and competent professionals. request-for-inclusion-of-compan…
THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
CS Pawan G. Chandak
PRESIDENT
G&CL: September:2026
15th September, 2026
Shri Rajesh Agrawal
Hon’ble Commerce Secretary
Department of Commerce
Ministry of Commerce and Industry
Room 420, Vanijya Bhawan,
16 Akbar Road, New Delhi-110001
Subject: Request for Inclusion of Company Secretaries in Clause 9.06 relating to Compliance Certification under the Inventory-Based Cross-Border E-Commerce Facilitation Framework
Respected Sir,
We sincerely appreciate the initiatives undertaken by the Directorate General of Foreign Trade through Public Notice No. 25/2026-27 dated 5 August 2026 introducing the operational framework for Inventory-Based Cross-Border E-Commerce Facilitation. The framework is expected to significantly strengthen India’s export ecosystem and promote ease of doing business.
We respectfully invite your kind attention to Para 9.06(i) of the Framework, which presently provides that the Exporter-on-Record shall obtain a compliance certificate from an independent Chartered Accountant, Cost Accountant, or such other professional as may be specified by DGFT.
In this regard, we respectfully submit that Company Secretaries in Practice (PCS) may also be expressly included among the professionals eligible to issue the compliance certificate under the said provision.
Justification for Inclusion of Company Secretaries
1. Recognised Compliance Professionals under Indian Law
Company Secretaries are statutory professionals governed by the Company Secretaries Act, 1980 and are recognised by various regulatory authorities for certification, attestation, verification and compliance reporting functions.
2. Core Expertise in Regulatory Compliance
The matters covered under Para 9.06 primarily relate to compliance monitoring, maintenance of records, adherence to regulatory requirements, reporting obligations, governance processes, documentation and internal controls. These areas fall squarely within the professional competence and expertise of Company Secretaries. The extract of the clause is placed below:
“9.06 Compliance Certification
i. The Exporter-on-Record shall obtain from an independent Chartered Accountant, Cost Accountant, or such other professional as may be specified by DGFT, a certificate confirming compliance with the obligations prescribed under this Framework, including those relating to:
a. maintenance and segregation of Export Inventory;
b. prohibition on domestic diversion of Export Inventory, including in respect of returned or rejected consignments;
c. seller visibility and brand disclosure obligations;
d. payment settlement, including compliance with the payment period and the Export Rebates and Refunds disbursement period;
e. accuracy of Export Rebates and Refunds apportionment calculations; and
f. handling and disposal of returned or rejected consignments.
ii. The Exporter-on-Record shall be required to provide all books of account, records and assistance reasonably required for completion of the certification.
iii. A certificate of compliance shall be furnished by the Exporter-on-Record to DGFT within 90 days from the end of each financial year in respect of that financial year, or at such other intervals as DGFT may prescribe.
iv. The Exporter-on-Record shall maintain and preserve all records relating to operations under this Framework for a period of five years from the end of the financial year in which the Export Inventory concerned is finally exported, re-exported, returned, rejected, destroyed or otherwise disposed of.
v. The obligation to maintain and preserve records shall survive the cancellation, suspension, or voluntary surrender of registration as Exporter-on-Record and shall continue to bind the entity for the full five-year period from the relevant financial year.”
3. Recognition under India’s Foreign Trade and Foreign Exchange Framework
Company Secretaries are recognised compliance professionals under the Foreign Trade Policy, FEMA, and related regulatory frameworks. Their expertise in governance, regulatory compliance, certification, due diligence, and reporting positions them to support businesses, Authorised Dealer (AD) Banks, and regulators in cross-border transactions and foreign exchange matters.
Key areas where Company Secretaries can contribute include:
(a) External Commercial Borrowings (ECB) and Trade Credits (Under RBI Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations)
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- FEMA compliance review of ECB and trade credit transactions.
- Certification of end-use compliance, utilisation of proceeds, and adherence to RBI-prescribed conditions.
- Verification and certification of forms, declarations, and supporting documents submitted through AD Banks, including reporting requirements under RBI regulations.
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(b) Cross-Border Mergers and Corporate Restructuring (Under Foreign Exchange Management (Cross Border Merger) Regulations, 2018)
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- FEMA due diligence and compliance certification for inbound and outbound mergers.
- Verification of regulatory filings and post-merger reporting requirements.
- Advisory support on overseas assets, liabilities, borrowings, securities, and foreign exchange implications of restructuring transactions.
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(c) Foreign Investment Compliance (Under FEMA and RBI Master Direction – Foreign Investment in India)
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- Certification and compliance review of FDI, ODI, and other foreign investment transactions.
- Verification of pricing guidelines, sectoral caps, entry routes, and FEMA requirements.
- Support for RBI reporting, filings, and corporate actions involving non-resident investors.
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Given their established role in corporate and regulatory compliance, Company Secretaries can effectively assist stakeholders in ensuring adherence to RBI’s foreign exchange and investment regulations while facilitating ease of doing business and international trade.
4. Certification and Audit Functions Performed by Company Secretaries.
Practising Company Secretaries are authorised to undertake various certification and assurance assignments under several economic laws, including:
➢ Secretarial Audit under the Companies Act, 2013;
➢ Annual Secretarial Compliance Reports for listed entities under SEBI regulations;
➢ Certifications under FEMA and RBI reporting requirements;
➢ Compliance certifications under various corporate and securities laws.
5. Alignment with Multi-Disciplinary Professional Recognition
Since the framework already recognises multiple professional disciplines for compliance certification, inclusion of Company Secretaries would further strengthen the compliance ecosystem by leveraging their specialised expertise in regulatory compliance, risk management and legal documentation.
Suggested Amendment
It is respectfully requested that Para 9.06(i) may be amended as follows:
“The Exporter-on-Record shall obtain from an independent Chartered Accountant, Cost Accountant, Company Secretary, or such other professional as may be specified by DGFT, a certificate confirming compliance with the obligations prescribed under this Framework.”
The proposed inclusion would strengthen the compliance architecture of the Framework while providing exporters wider access to qualified and competent professionals.
We shall be pleased to provide any further information or participate in discussions that may assist the Ministry in examining this representation.
Thanking you
Yours faithfully
(CS Pawan G. Chandak)
President
The Institute of Company Secretaries of India
