The attestation of a Company Secretary (CS) on a certificate or any such document is of immense value since it usually signifies that the CS, in his professional opinion, has ensured that there is no misrepresentation by the entity issuing/submitting such a document.
It was being observed that certain unscrupulous individuals were forging signatures while posing as CS to issue certificates and other such documents with the intent of misleading the authorities. In view of the above, ICSI has developed a method of securing the documents issued by a respective professional by issuing a Unique Document Identification Number (UDIN). The core intention of UDIN is to ensure that ultimately end user and Stakeholders are not cheated by some non-professional and stakeholders can verify the authenticity of the signature.
Objective of UDIN
The objective of Guidelines:
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 of the form for renewal of Certificate of Practic
Applicability of the Guideline:
UDIN shall be generated for the following services rendered by PCS:
|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.||MGT-8|
|Issuance of Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013.||Secretarial Audit Report|
|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.||Secretarial Audit Report to Material Unlisted Subsidiary Companies|
|Issuance of Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed) under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019.||Annual Secretarial Compliance Report|
|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).||Non – Disqualification of Directors certificate by PCS|
|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.||Transfer Certificate under SEBI LODR by PCS|
|Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL.||Internal Audit Report of DPs|
|Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit.||Reconciliation of Share Capital Audit|
|Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana.||Compliance Auditor (for State of Haryana)|
|Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI.||Due Diligence Report in case of Consortium|
|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.||Internal Audit Report of Sub Broker, Stock Brokers etc|
|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)*||Certificate by CS to be submitted along with FCGPR.|
* RBI has issued a revised Regulation and it is expected to be updated in guideline soon.
In addition to the above services, The Practicing Company Secretary (PCS) may generate the UDIN for any other eForm and document(s) on voluntary basis.
Important points to note
1. Only PCS can generate UDIN. Means a Person in employment signing any document, form cannot generate UDIN.
2. Only Member certifying the document may Generate UDIN. Means it is not applicable at firm level but at Individual level.
3. 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 of UDIN.
4. UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation.
5. No documents need to be attached at the time of generation of UDIN.
6. Quoting of UDIN generated for the above-mentioned services is mandatory w.e.f. October 1, 2019.
This material and the information contained herein are prepared by JMJA & Associates LLP, Practising Company Secretaries (JMJA) is intended to provide general information on a particular subject or subjects and is not an exhaustive treatment of such subject(s). None of JMJA, its associate firms, or its members/employees is, by means of this material, rendering professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. JMJA shall not be responsible for any loss whatsoever sustained by any person who relies on this material.