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General Circular No. 36/2003

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

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