General Circular No. 35/2003
No.17/47/2002-CL.V
Government of India
Ministry of Finance
Department of Company Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
Dr. R.P. Road, New Delhi – 110 001.
Dated 11th December, 2003.
To
All Chambers of Commerce & Industry
(As per standard list)
Subject:- Compliance Certificate – clarification.
Sir,
Proviso to section 383A (1) of the Companies Act, 1956 inter-alia provides that every company not required to employ a whole-time secretary under sub-section (1) of section 383A and having a paid-up share capital of ten lakh rupees or more shall file with the Registrar a certificate from a secretary in whole time practice as to whether the company has complied with all the provisions of this Act and a copy of such certificate shall be attached with Board’s report referred to in section 217.
2. The issue whether a company which is not required to appoint a whole-time company secretary but has voluntarily appointed a whole-time secretary, is required to obtain compliance certificate from secretary in whole-time practice was under examination in this Department.
3. In consultation with the Department of Legal Affairs it is clarified that a company which is not required under law to employ a whole-time secretary, but has nevertheless employed a whole-time Company Secretary within the meaning of section 2(1)(c) of the Company Secretaries Act, 1980, such a company is not required to obtain compliance certificate from Company Secretary in practice. In other words, no company employing a full time Company Secretary is required to also obtain a compliance certificate from a Company Secretary in practice.
4. You are requested to kindly bring this circular to the notice of your constituents.
Yours faithfully,
(N.K. Vig)
Under Secretary to the Govt. of India
(Tel: 2338 7174)
