(1) Every Company Secretary in Practice and every firm of Company Secretaries are

required to submit to the Council in Form ‘I’ particulars of his office or those of the
firm within 3 months from the commencement of practice or formation of the firm as
the case may be. Any subsequent change(s) in the particulars are required to be sent
so as to reach the Council within 30 days after the change was effected. The
particulars furnished by the members and the subsequent changes intimated are
entered in the Register of Offices and Firms maintained by the Council.

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--

(2) GUIDELINES FOR REQUIREMENT OF MAINTENANCE

OF A REGISTER OF ATTESTATION[/CERTIFICATION]1 SERVICES RENDERED BY PRACTISING

COMPANY SECRETARY/FIRM OF PRACTISING COMPANY SECRETARIES

In exercise of the powers conferred by clause (1) of Part II of the Second Schedule to

the Company Secretaries Act, 1980 (56 of 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. For the purpose of maintaining quality of attestation

[/certification]1 services provided by Company Secretaries in Practice, every Practicing

Company Secretary/Firm of Practicing Company Secretaries shall maintain a register

regarding attestation[/certification]1 services provided by him/her/it, which shall be

open for inspection by such person as may be authorised.

2. The format of the register to be maintained by a Practising Company Secretary/Firm

of Practising Company Secretaries regarding attestation[/certification]1services is as

under :

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-
(3) .PCS NOT TO ENGAGE IN OTHER
BUSINESS/OCCUPATION

A Company Secretary in Practice shall not engage in any business or occupation other than practising as
Company Secretary without the general or specific permission of the Council by a resolution to that
effect. However, a Company Secretary in Practice is not barred to act as a secretary, trustee, executor,
administrator, arbitrator, receiver, appraiser, valuer, internal auditor, management auditor, management
consultant or as a representative on financial matters including taxation and may take up an
appointment that may be made by the Central or any State Government, Court of Law, Labour
Tribunals, or any other statutory authority without prejudice to the discretion of the Council to prohibit
such appointment. The Council has decided w.e.f. 1st June, 1991 not to permit a member in practice to
provide these services as an employee of an organisation.

RESOLUTION PASSED BY THE COUNCIL UNDER REGULATION 168 OF THE COMPANY SECRETARIES
REGULATIONS, 1982

The Council of the Institute at its 156th Meeting held on March 19-20, 2005, in exercise of its powers
under regulation 168 of the Company Secretaries Regulations, 1982 has accorded general permission to
its members in practice to become non-executive director/promoter/promoter director/subscriber to the
Memorandum and Articles of Association of a company the objects of which include areas, which fall
within the scope of the profession of Company Secretaries irrespective of whether or not the practising
member holds substantial interest in that company.

It must be clarified that under section 26 of the Company Secretaries Act, 1980 no company can
practise as Company Secretary.

The Council has further allowed members in practice to become non-executive

director/promoter/promoter director/subscriber to the Memorandum and Articles of Association of a
company which is engaged in any other business or occupation provided that the practising member
does not hold substantial interest in the company.

The Council in its resolution adopted at the said meeting defined the term non-executive director as to
mean an ordinary director who is required to attend the meetings of the Board or its committees only,
not paid any remuneration except the sitting fees for attending the Board/Committee meetings and any
remuneration to which he is entitled as ordinary director, and devoting his time for the company only to
attend meetings of the Board or Committees thereof and not for any other purpose.

Practising Company Secretaries can now take up teaching assignment with any organization apart from
the coaching organization of the Institute. Further the condition has been relaxed for teaching hours
from average three hours to four hours in a day. General permission has been given to Practising
Company Secretaries to act as Recovery Consultants in the Banking Sector. With the specific
permission of the Council a member in practice can have interest in agricultural and allied activities
carried on with the help, if required, of hired labour and editorship of journals other than professional
journals.
 Text of the Resolution Passed by the Council under Regulation 168 of the Company Secretaries
Regulations, 1982

Resolved that in supercession of all earlier resolutions passed by the Council under Regulation 168 of
the Company Secretaries Regulations, 1982 allowing members in practice to engage in any other
business or occupation, the Council hereby permits the members in practice to engage in the following
other business or occupation under Regulation 168 of the Company Secretaries Regulations, 1982:

Permission granted generally

1. Private tutorship.
2. Authorship of books and articles.
3. Holding of Life Insurance Agency Licence for the limited purpose of getting renewal commission.
4. Holding of public elective offices such as M.P., M.L.A., M.L.C.
5. Honorary office-bearership of charitable, educational or other non-commercial organisations.
6. Acting as Justice of Peace, Special Executive Magistrate and the like.
7. Teaching assignment under the Coaching Organisation of the Institute or any other organisation, so long as the
hours during which a member in practice is so engaged in teaching do not exceed average four hours in a day irrespective
of the manner in which such assignment is described or the remuneration is receivable (whether by way of fixed amount or
on the basis of any time scale of pay or in any other manner) by the member in practice for such assignment.
8. Valuation of papers, acting as a paper-setter, head examiner or a moderator, for any examination.
9. Editorship of professional journals.
10. Acting as ISO lead auditor.
11. Providing Risk Management Services for non-life insurance policies except marketing or procuring of policies.
12. Acting as Recovery Consultant in the Banking Sector.
13. Becoming non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of
Association of a company the objects of which include areas, which fall within the scope of the profession of Company
Secretaries irrespective of whether or not the practising member holds substantial interest in that company.

14. Becoming non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of

Association of a company which is engaged in any other business or occupation provided that the practising member does
not hold substantial interest in the company.

Permission to be granted specifically

Members of the Institute in practice may engage in the following categories of business or
occupation, after obtaining the specific and prior approval of the Executive Committee of the
Council in each case:
1. Interest or association in family business concerns provided that the member does not hold substantial interest in
such concerns.
2. Interest in agricultural and allied activities carried on with the help, if required, of hired labour.
3. Editorship of journals other than professional journals.

For the purpose of the above resolution:

1. A non-executive director means an ordinary director who fulfils the following conditions:

a. he is required to attend the meetings of the Board or its committees only.

b. he is not paid any remuneration except the sitting fees for attending the Board/Committee meetings and any
remuneration to which he is entitled as ordinary director.
c. he is devoting his time for the company only to attend meetings of the Board or Committees thereof and not for any
other purpose.
2. a member shall be deemed to have a "substantial interest" in a concern :

a. in a case where the concern is a company, if its shares (not being shares entitled to a fixed rate of dividend whether with or
without a further right to participate in profits) carrying not less than twenty-five per cent of voting power at any time during
the previous year, are owned beneficially by such member.
b. in the case of any other concern, if such member is entitled at any time during the previous year, to not less than 25% of
the profits of such concern.

Further Resolved that in cases of permission to be granted specifically the Council will, however,
be always entitled to refuse permission in individual cases.

------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------

(4) HOW TO OBTAIN CERTIFICATE OF

PRACTICE

A member of the Institute shall be deemed 'to be in practice' when, individually or in

partnership with one or more of members of the Institute in practice or in partnership
with members of such other recognised professions as may be prescribed, he, in,
consideration of remuneration received or to be received,-
1. engages himself in the practice of the profession of Company Secretaries to , or
in relation to, any company; or
2. offers to perform or performs services in relation to the promotion, forming,
incorporation, amalgamation, reconstruction, reorganization or winding up of
companies ; or
3. offers to perform or performs such services as may be performed by-
 a. An authorised representative of a company with respect to filing, registering,
presenting, attesting or verifying any documents (including forms, applications and
returns) by or on behalf of the company.
b. A share transfer agent.
c. An issue house,
d. A share and stock broker,
e. A secretarial auditor or consultant
f. An adviser to a company on management, including any legal or procedural matter
falling under the Capital Issues (Control) Act, 1947, (29 of 1947), the Industries
(Development and Regulation) Act, 1951( 65 of 1951), the Companies Act, the
Securities Contracts (Regulation) Act, 1956 ( 42 of 1956) any of th rules or bye-laws
made by a recognised stock exchange ,the Monopolies and Restrictive Trade
Practices Act, 1969 (54 of 1969) , the Foreign Exchange Regulation Act, 1973 (46 of
1973) , or under any other law for the time being in force.
g. Issuing certificates on behalf of, or for the purposes of, a company; or
2. holds himself out to the public as a Company Secretary in practice; or
3. renders professional services or assistance with respect to matters of principle
or detail relating to the practice of the profession of Company Secretaries; or
4. renders such other services as, in the opinion of the Council, are or may be
rendered by a Company Secretary in practice;

and the words " to be in practice" with their grammatical variations and cognate
expressions, shall be construed accordingly.
(Ref: Sub. Section 2 of Section 2 of The Company Secretaries Act, 1980).
No member of the Institute shall be entitled to practice, whether in India or
elsewhere unless he has obtained from the Council a Certificate of Practice. (Ref:
Section 6(1) of the Company Secretaries Act, 1980)
A member of the Institute may apply to the Council in the appropriate form for issue
of a Certificate of Practice entitling him to practice as a Company Secretary
anywhere in India.
In the case of renewal of the Certificate of Practice the Secretary shall issue a letter
extending the validity period of the Certificate of practice for that year in the
appropriate form.
A member who ceases to be in practice shall not later than thirty days from the date
he ceases to be in practice intimate the fact to the Council in writing.
A member who ceases to be in practice or whose certificate of practice has been
cancelled under regulation 11 shall surrender forthwith the certificate of practice
held by him to the Secretary.
(Ref: Regulation 10 of The Company Secretaries Regulations, 1982.)
 A practicing member of the Institute is not allowed to engage in any business or
occupation other than the profession of company secretary, without obtaining the
prior permission of the Council.
FORM AND FEE

A Member has to apply for Certificate of Practice in Form D alongwith a relieving order

from the last employer, if any, together with a requisite fee of Rs.1000/-. In case he is

unable to submit the copy of relieving order, he may submit a declaration that at

present he is not in employment.

RESTORATION OF CERTIFICATE OF PRACTICE

A Member whose certificate of practice has been cancelled may apply for its

restoration if he is otherwise eligible for such restoration, by paying the arreas of the

annual certificate fees for the previous years, if any, and the annual certificate fee for

the year in which his certificate of practice is required to be restored, subject to a

minimum amount of Rs. 1000/- and a restoration fee of Rs 250/-.

Once CP is cancelled, fresh CP has to be obtained.

DUE DATES
1. After enrolment, the annual membership fee and renewal fee for certificate of
practice (alongwith the declaration form) are due and payable on the first day of April
every year. Any person who has not paid his annual membership fee/annual
certificate of practice fee on or before 30th June of that year shall be liable to his
name being removed from the Register w.e.f. 1st July of that year without any further
notice.
2. Half payment of the annual associate/ certificate of practice fee shall be
payable for the first year by a person admitted on or after 1st day of October of that
year.
3. An associate/fellow, who is of the age of fifty-five years and above and not in
any gainful employment

(5). RECOGNITIONS SECURED FOR PCS

RECOGNITIONS SECURED FOR COMPANY SECRETARIES
I. FOR A PRACTISING COMPANY SECRETARY
Sl. No. Statute/Authority
I COMPANY LAW
1. The Companies Act, 1956
Purpose When
Obtained
(a) ‘Secretary’ in whole-time 15 June, 1988
practice defined as member of the
Institute in practice and not in
full time employment [section
2(45A)].
(b) To make statutory declaration 15 June, 1988
in Form 1 that all requirements of
the Companies Act, 1956 and the
rules made thereunder have been
complied with in respect of
registration of a company and
matters precedent and incidental
thereto [section 33(2)].
(c) To make a verified 15 June, 1988
declaration in Forms 19, 20 and
20A of compliances for obtaining
a certificate of commencement of
business/ commencement of other
business [section 149].
(d) To sign the annual return of 15 June, 1988
listed company (section 161).
(e) To certify that requirements of 15 June, 1988
Schedule XIII have been complied
with as regards statutory
guidelines for appointment of
managerial personnel and payment
of managerial remuneration to
them without the approval of the
Central Government [section
269(2) and Schedule XIII].
 (f) To issue compliance 13 December,
certificate as to whether a 2000
company has complied with all the
provisions of the Companies Act,
1956,for companies not required
to employ a whole-time Secretary
under sub-section (1) of section
383A and having paid-up share
capital of ten lakh rupees or more
[proviso to section 383A(1)].
(g)(i) A member of the Institute To be effective
having atleast 15 years working from the date
experience as a Secretary in of
whole-time practice is eligible to commencement
be appointed as a Technical of the
member of the National Company Companies
Law Tribunal [Section 10FD (3) (Second
(e)]. Amendment)
(ii) A Practising Company Act, 2002, (i.e.
Secretary may be authorized by from such
any person to present his or its dates as may
case before the National Company be notified by
Law Tribunal or National the Central
Company Law Appellate Tribunal Government)
[Section 10GD]
(iii) A professional firm of
Company Secretaries may be
appointed as an Official Liquidator
in respect of winding up of a
company by the National
Company Law Tribunal [Section
448(1)(a)].
2. Companies (Central Pre-certification of e-forms: 10 February,
Government’s) General Rules 1. Form No.2 2006
and Forms (Amendment) Rules, 2. Form No.3
2006 3. Form No.5
4. Form No.10
5. Form No.17
6. Form No.18
7. Form No.23
8. Form No.23 AC
9. Form No.23 ACA
10. Form No.24AB
11. Form No.25C
12. Form No.32

3. Companies (Declaration of
Dividend out of Reserves)
Amendment Rules, 2006
4. Investor Education and
Protection Fund (Awareness and
Protection of Investors
Amendment) Rules, 2006 (Rule
3)
5. Companies (Director
Identification Number)
Rules,2006 [Rule 6]
6. The Companies Regulations,
1956
7. Company Law Board
Regulations, 19911 [Reg. 19]
8. Private Limited Company
and Unlisted Public Limited
Company (Buy-Back of
Securities) Rules, 1999.
(Rule 10)
Declaration:
13. Form No.1
14. Form No.19
15. Form No.20
16. Form No.20A
17. Form No.61
Pre-certification of e-form of 3 March, 2006
application for approval for
declaration of dividend out of
reserves. [Pursuant to Section
205A (3)].
Pre-certification of e-form – Form 3 March, 2006
1 relating to statement of amounts
credited to Investor Education and
Protection Fund.
To certify form DIN-3 1 November,
(Form for sending of Director 2006
Identification Number intimation
by the company to the Registrar)
In respect of section 25 July, 1989
companies, to give a declaration to
the effect that the Memorandum
and Articles of Association have
been drawn up in conformity with
the provisions of the Companies
Act and that all requirements of
the Act and the Rules made
thereunder have been duly
complied with in respect of the
registration or matters incidental
or supplementary thereto
[Regulation 4(ii)].
To act as authorised representative May, 1991
before the Company Law Board
Benches.
Extinguishment and physical 6 July, 1999
destruction of the bought back
share certificates to be done in the
presence of a Company
Secretary in whole-time practice
 within seven days from the date of
acceptance of shares.

To certify compliance with these

Rules including the provisions
relating to extinguishment and
destruction of share certificates.
9. Unlisted Public Companies In case of every issue of shares/ 4 December,
(Preferential Allotment) Rules, warrants/fully convertible 2003
2003 [Rule 7] debentures/ partly convertible
debentures or other financial
instruments with conversion
option, to certify that the issue of
the said instruments is being made
in accordance with these Rules.
10. Unlisted Companies (Issue of In case of every company that has 4 December,
Sweat Equity Shares) Rules, allotted shares under these Rules, 2003
2003 [Rule 11] the Board of Directors shall at
each annual general meeting place
before the shareholders a
certificate from Practising
Company Secretary/ auditors of
the company that sweat equity
shares have been allotted in
accordance with the resolution of
the company in the general
meeting and the Rules in this
regard.
11. Limited Liability Partnership Certification under Form 7 [Rule 1 April, 2009
Rules, 2009 10]
Certification under Form 11 [Rule
25]
II CORPORATE AND
ECONOMIC LAWS
12. Competition Act, 2002 [Section To act as authorised representative 31 March,
35 & 53S) before the Competition 2003
Commission of India and
Competition Appellate Tribunal.

13. Central Electricity Regulatory To act as authorized August, 1999

Commission (Miscellaneous representative before the
Provisions) Order, 1999 (Clause Central Electricity Regulatory
 6) Commission.
14. Gujarat Electricity Regulatory To act as authorized July, 1999
Commission (Conduct of representative before the
Business) Regulations, 1999 Gujarat Electricity Regulatory
(Regulation 23) Commission.
15. The Telecom Regulatory To act as authorized representative March, 2000
Authority of India Act, 1997 before the Telecom Disputes
(Section 17 and Explanation (b) Settlement and Appellate
thereto) Tribunal.
16. IRDA (Registration of To certify that the company July, 2000
Indian Insurance Companies) has complied with all the
Regulations, 2000 (Regulation requirements relating to
10) registration fees, share capital,
deposits and other requirements
of the Insurance Regulatory and
Development Authority Act, 1999.
17. Foreign Trade Policy 2009- Illustrative List of certificates Foreign Trade
2014. which may be issued by a Policy(2009 -
Company Secretary in Practice is 2014)
given hereunder:
(i) Certificate for issue of
EPCG authorization (Appendix
26)
(ii) Certificate for EPCG
Redemption (Appendix 27)
(iii) Certificate showing sales
turnover of ammunition
(indigenous and imported) during
the preceding three licensing years
(Annexure ANF 2B).
(iv) Certification in respect of
Application for grant of Status
Certificate (ANF 3A).
(v) Certification in respect of
application for Served from Indian
Scheme [Annexure ANF 3B).
18. Special Economic Zones Rules, To act as authorized representative February, 2006
2006(Rule 61) before the Board of Approval
19. Foreign Exchange Management To issue certificates for exchange Original
Act, 1999 (FEMA) control purposes. All certificates, recognition
which a Practising Chartered received in
Accountant can issue as 1992 under

20. Foreign Exchange Management To certify under FDI Scheme on
(Transfer of Issue of Securities behalf of Indian companies
by a Person Resident Outside
India )Regulations, 2008
21 The Trade Marks Rules, 2002
(Rules148-161)
III SECURITIES LAWS AND
CAPITAL MARKETS
22. The Securities and Exchange
Board of India Act, 1992.
[Section 15V, Explanation (b)]
23. The Depositories Act, 1996
[Section 23C, Explanation (b)]
24. SEBI - Circular No.
MRD/DoP/SE/Cir-1/06
25. SEBI – Clause 49 of the Listing To issue certificate of compliance January , 2006
Agreement. (Circular No.
SEBI/CFD/ DIL/ CG/1/
2004/12/10 dated October 29,
2004 ).
26. Model Listing Agreement for
Listing of Debt Securities.
SEBI/CFD/DIL/CIR-
39/2004/11/01
documentary evidence in support FERA. RBI
of certain applications, may also clarified vide
be issued by a Company Secretary letter dated
in Whole-time Practice. April 19, 2001 ,
the recognition
is valid under
FEMA
30 May, 2008
accepting investment
Qualified to be registered as a 15 September,
trade marks agent. 2003 .
To appear as authorised December,
representative before the 1999
Securities Appellate Tribunal
To appear as authorised December,
representative before the 1999
Securities Appellate Tribunal
Certify non- promoter holdings as 13 January,
per clause 35 of Listing 2006
Agreement in demat mode in case
of the companies which have
established connectivity with both
the depositories.
of conditions of corporate
governance.
To issue certificate regarding 1 November,
maintenance of adequate security 2004
cover in respect of listed
debentures by either a Practising
Company Secretary or a Practising
Chartered Accountant, every
quarter.
27. Model Listing Agreement for To issue certificate regarding 1 November,
Listing of Debt Securities. compliance of conditions of 2004
SEBI/CFD/DIL/CIR-39/ Corporate Governance.
2004/11/01
28. Listing Agreement for Indian To issue certificate of compliance 3 April, 2006
Depository Receipts (IDRs) of conditions of Corporate
SEBI/CFD/DIL/IDR/1/2006/3/4 Governance.
29. SEBI (Depositories To issue quarterly certificate with September,
Participants) Regulations, 1996 regard to reconciliation of the total 2003.
issued capital, listed capital and
capital held by depositories in
dematerialized form, details of
changes in share capital during the
quarter, and in-principle approval
obtained by the issuer from all the
stock exchanges where it is listed
in respect of such further issued
capital.
30. SEBI' s Circular To conduct Internal Audit of 18 November,
IMD/PMS/CIR/1/21727/03 Portfolio Managers. 2003
31. SEBI’s Circular To conduct internal Audit of Stock 21 October,
MRD/DMS/CIR-29/2008 Brokers / Trading Members / 2008
Clearing Members
32. SEBI’s Circular To conduct internal Audit for 06 January,
SEBI/MIRSD/CRA/Cir- Credit Rating Agencies (CRAs) 2010
01/2010
33. Bombay Stock Exchange To issue Networth Certificate to be 31 October,
Limited submitted by all active members 2006
BSE Notice No. 20061031 - 21 including representative members
of Cash segment, Limited Trading
members & Trading and/or
Clearing members of the
Derivatives segment of the
Bombay Stock Exchange.
34. Bombay Stock Exchange Listing of new equity shares
Limited issued to the shareholders of the
company pursuant to the reduction
of capital/BIFR order -- If there
are non-transferable shares in
existence, a certificate from
Practising Company Secretary
specifically certifying that equity

35. National Stock Exchange
Limited (NSE Circular No.541, format C-3 of Annual Return
Ref. NSE/MEM/7835)
36. National Stock Exchange
Limited (NSE Circular No.541
Ref. NSE/MEM/7835)
37. National Stock Exchange
Limited (NSE Circular No.541
Ref. NSE/MEM/7835)
38. National Stock Exchange
Limited (NSE Circular No.541
Ref. NSE/MEM/7835)
39. National Stock Exchange
Limited (NSE Circular No.541
Ref. NSE/MEM/7835)
40. National Stock Exchange
Limited (NSE Circular No.541, Persons constituting Dominant
Ref. NSE/MEM/7835)
41. National Stock Exchange
Limited (NSE Circular No.541, supporting Dominant Promoter
Ref. NSE/MEM/7835)
share certificates held by
promoters, etc. have been stamped
“Not to be
sold/transferred/hypothecated until
…..” (source: www.bseindia.com)
Details of directors/proprietor in 6 September,
2006
submitted by Trading Member to
the Stock Exchange
Details of shareholding 6 September,
pattern/sharing pattern of 2006
corporates in format C-6 of
Annual Return submitted by
Trading Member to the Stock
Exchange
Details of shareholding 6 September,
pattern/sharing pattern of firms in 2006
format C-6 of Annual Return
submitted by Trading Member to
the Stock Exchange.
Details of Dominant group of 6 September,
corporates in format C-7 of 2006
Annual Return submitted by
Trading Member to the Stock
Exchange.
Details of Dominant group of 6 September,
firms in format C-7 of Annual 2006
Return submitted by Trading
Member to the Stock Exchange
Undertaking from Relative of 6 September,
2006
Promoter Group in format C–8 of
Annual Return submitted by
Trading Member to the Stock
Exchange
Undertaking from Corporates 6 September,
2006
Group in format C–8 of Annual
Return submitted by Trading
Member to the Stock Exchange
42. National Stock Exchange Grant of approval for listing under
Limited clause 24(a) of the Listing
Agreement – Certificate from
Practising Company Secretary
confirming that the entire pre-
preferential holding of the allottee
(mentioning the quantity) is locked
in for the period starting from
relevant date up to a period of six
months from the date of allotment
(source: www.nseindia.com)
43. National Stock Exchange Grant of approval under clause
Limited 24(f) of the Listing Agreement
(Amalgamation – Wholly Owned
Subsidiary / other than Wholly
Owned Subsidiary /Reduction of
Capital under Section 100) –
Certificate from Practising
Company Secretary for Networth
of the Company pre and post
scheme under section 101, 391 and
394 of the Companies Act, 1956.
(source: www.nseindia.com)
44. National Stock Exchange Listing of shares arising out of
Limited Conversion of
Debentures/Warrants/Notes/Bonds
into Equity Shares – Certificate
from Practising Company
Secretary for receipt of money at
the time of allotment of
Convertible
Debentures/Warrants/Notes, etc.
(source: www.nseindia.com)
45. National Stock Exchange Listing of shares/securities issued
Limited on Preferential/Private Placement
basis – Certificate from Practising
Company Secretary for the
following confirmations :
(a) The pricing of the issue along
with the detailed working of the
same
(b) The company has received
the entire consideration payable
prior to the allotment of shares
 (c) The total shares under lock-in
(along with the dates of lock-in
and distinctive numbers) and
additionally confirming that the
locked in equity shares if issued in
physical form have been enfaced
with non transferability condition
(d) The entire pre-preferential
holding of the allottee (mentioning
the quantity) is locked in for the
period starting from relevant date
upto a period of six months from
the date of allotment. (source:
www.nseindia.com)
46. National Stock Exchange Listing of shares/securities issued
Limited on Preferential/Private Placement
basis in case allotment under
Section 81(3) of Companies Act –
A confirmation signed by the
compliance officer of the company
duly counter confirmed by the
Practising Company Secretary
confirming that the said allotment
has been made in accordance with
the provisions of section 81(3) of
the Companies Act, 1956. (source:
www.nseindia.com)
47. National Stock Exchange Certificate from Practising
Limited Company Secretary confirming
securities under lock-in (the
certificate should include the
distinctive numbers of securities
under lock-in and date from and
upto which these shares are under
lock-in) (source:
www.nseindia.com)
48. National Securities Depositories Conduct of Internal Audit of March, 1999
Limited (NSDL) operations of the Depository
Participants, at intervals of not
more than three months and
furnish a copy of the internal audit
report to the depository.
49. NSDL Circular No. Concurrent Audit in case of June , 2006
NSDL/POLICY/2006/0021 Demat Account opening, Control

50. Central Depository Services
( India ) Limited (CDS)
51. (A) Securities Contracts
(Regulation) Act, 1956; and
Securities Contracts
(Regulation) Rules, 1957
[Section 22C, Explanation
(b)] (Guideline No. F1/8/SE/82
dt. 20.8.1982).
(B)(i) The Ahmedabad Share
and Stock Brokers
Association, Ahmedabad.
(ii) Uttar Pradesh Stock
Exchange Association Ltd.,
Kanpur .
and Verification of Delivery
Instruction Slips.
(i) Conduct of Internal September,
Audit of operations of the 1999
Depository Participants at
such intervals as may be
specified by CDS from time to
time and furnish a copy of the
internal audit report to CDS.
(ii) For empanelment by
CDS as auditors for conduct
of audit of the records of the
participants in so far as the records
and operations relate to CDS.
(i) To appear as authorized December,
representative before the 1999
Securities Appellate Tribunal
(ii) Certificate to the effect that August, 1982
allotment has been made by
the company on the basis
approved by the Stock Exchange.
Inspection of books of accounts March 1984
and other documents of members
of stock exchange required by
guideline F. No. 1/4/SE/89 dated
29.1.1983.
- do - April, 1984
 (iii) The Bombay Stock
Exchange Ltd.
Certification to the effect that RTA February, 1998
and/or In-house Share transfer
facility of Listed Companies
have issued all certificates
within one month of the
lodgement for transfer, sub-
division, consolidation, renewal,
exchange or endorsement of
calls/ allotment monies. This
certificate is to be issued within
one month of the end of each half
of the financial year.

(iv) Pune Stock Exchange -do- -do-

(v) The Calcutta Stock -do- -do-
Exchange
(vi) Uttar Pradesh Stock -do- -do-
Exchange Association Limited (
Kanpur )
(vii) Delhi Stock Exchange Certificate to the effect that the -do-
RTA has completed all transfers
within the stipulated time.
(viii) Hyderabad Stock -do- -do-
Exchange
(ix) Bhubaneswar Stock -do- -do-
Exchange Association
Limited
(x) Stock Exchange, -do- -do-
Ahmedabad
(xi) Cochin Stock Exchange -do- -do-
(xii) Coimbatore Stock -do- -do-
Exchange
(xiii) Ludhiana Stock -do- -do-
Exchange Association Limited
(xiv) Magadh Stock Exchange -do- -do-
Association
(xv) Madhya Pradesh Stock -do- -do-
Exchange
 (xvi) National Stock -do- -do-
Exchange
(xvii) Bangalore Stock -do- -do-
Exchange
(xviii) Madras Stock Exchange -do- -do-
(xix) Udaipur Stock Exchange -do- -do-
(xx) The Stock Exchange, Verification and authentication of May,
Ahmedabad the declarations of the Managing 1999
Director of a Company when-
(1) the company intimates the
stock exchange the forfeiture of its
listed securities; or
(2) the company approaches the
stock exchange for voluntary
delisting of securities.
IV TAXATION
52. Income-tax Act, 1961 and To act as authorised representative July, 1979
To act as Income-tax Rules, 1962 [section before the Income-tax
authorised 288(2) and Rule 50(2A)] authorities.
representative
July, 1979

before the
Income-Tax
authorities

53. Wealth-tax Rules, 1957 Recognised for registering as a 8 October, 1974

[Rule 8A(7)(i)] valuer of stocks, shares,
debentures, etc.
54. Central Excise Act, 1944, To act as authorised October, 1982
[section 35Q] and Rule representative before the Customs,
12(c) of Central Excise Excise and Service Tax Appellate
(Appeals) Rules 2001 Tribunal and other authorities.
54A Central Board of Excise and Setting up Certified Facilitation June 25, 2010
Customs Centres (CFCs) under the
Automation of Central Excise and
Service Tax (ACES) Project by
PCS which will facilitate e-filing
of returns and other documents by
assessees of Central Excise and
Service Tax.
55. Customs Act, 1962 and To appear before Custom October, 1982
Customs (Appeals) Rules, 1982 Authorities.
[section 146A and Rule 9(C)].
56. West Bengal Value Added Tax Authorized to appear before April, 2005
Rules, 2005 Appellate and Revisional Board,
the Commissioner, the Special
Commissioner, the Additional
Commissioner or any person
appointed to assist the
Commissioner on behalf of a
dealer [Rule 2 (1)(a)(iv)].
57. Bihar Value Added Tax Act, Authorised to appear before VAT April, 2005
2005 authorities appointed under
Section 10 or the Tribunal or an
Officer of the Bureau of
Investigation constituted under
Section 86 of the Act [Section
87(d)].
58. Daman and Diu Value Added Authorised to appear before any April, 2005
Tax Regulation, 2005 VAT authority in connection with
any proceedings under this
Regulation. [Regulation 82(1)(b)].
59. Goa Value Added Tax Act, 2005 Authorised to appear before any April, 2005
VAT authority including the
Tribunal in connection with any
proceedings under this Act
[Section 82(1)(b)].
60. Gujarat Gujarat Value Added Authorised to appear before VAT January 2005
Tax Act, 2003 read with Gujarat Authorities in connection with any
Value Added Tax Rules, 2005. proceedings under this Act
[Section 81(1) (c) read with Rule
59 (1) (a)]
61. Karnataka Value Added Tax Authorised to appear before any April,2005
Act, 2003 read with Karnataka Authority other than the High
Value Added Tax Rules, 2005 Court in connection with any
proceeding under this Act [Section
86 (c) read with Rule 168(2)( c)
(iv)(b) ].
62. Arunachal Pradesh Goods Tax To appear and attend before any 2005
Act, 2005 read with Arunachal authority in connection with any
 Pradesh Goods Tax Rules, 2005 proceedings under this Act
[Section 83 (1)(c) read with Rule
78(1) (a)].

63. Kerala Value Added Tax Act,
2003.
V FINANCIAL
INSTITUTIONS
64. All India Financial Institutions
(i) Industrial Development
Bank of India
(ii) Industrial Finance
Corporation of India
(iii) Industrial Credit and
Investment Corporation of India paid-up, and the actual borrowing.
(iv) Unit Trust of India
(v) Life Insurance
Corporation of India
(vi) General Insurance
Corporation of India
Authorised to appear before VAT 2009
Authorities in connection with any
proceedings under this Act
[Section 86 (e)
Certification with regard to the
following:
(a) Necessary powers of a July, 1981
company and its directors to enter December ,
into an agreement. 1981
(b) Borrowing limits of a July,1983
company under section 293(1)(d)
of the Companies Act, 1956,
including details of share capital,
authorised, issued, subscribed and
(c) List of Members of a
company.
(d) Copies of resolutions passed
at company meetings to be
furnished to financial institutions.

(vii) Industrial Reconstruction - do - (a) to (d) January, 1986

Bank of India
(viii) Industrial Develop-ment Certification of documents relating April, 1991
Bank of India to charges.
VI BANKS
65. Reserve Bank of India Circular Diligence Report for Banks September 19,
DBOD 2008
No.BP.PC.46/08.12.001/2008-
09
66. Indian Banks Association Status/Search Reports for April, 1983
(Circular No. SO/69-73-III-C- banks
82/9565 dated 15.4.1983 and
Circular no. SO/69-73-C-
 86/4763 dated
16.6.1986).
67. (i) Indian Bank Certification of documents relating December,
to charges. 1990
(ii) Bank of India -do- February, 1991
(iii) Andhra Bank (Eastern -do- February, 1991
Region)
(iv) Canara Bank -do- February, 1991
(v) United Bank of India -do- March, 1991
(vi) Vijaya Bank -do- March, 1991
(vii) Bank of Baroda2 -do- July, 1991
(viii) Corporation Bank -do- August, 1991
(ix) State Bank of India2 -do- September,
1991
(x) Bharat Overseas Bank -do- September,
1991
(xi) State Bank of Mysore -do- October, 1991
(xii) Indian Overseas Bank -do- October, 1991
(xiii) State Bank of Indore2 -do- February, 1992
(xiv) State Bank of -do- April, 1992
Travancore
(xv) Laxmi Vilas Bank Ltd. -do- June, 1992
VII STATE LEVEL
AGENCIES
68. State Financial/Industrial A. Certification with regard
Investment/ Development to the following:
Corporations;
(i) Himachal Pradesh (a) Necessary powers of a July, 1982
Financial Corporation, Shimla company and its directors to enter
into an agreement

(ii) West Bengal Financial -do-
Corporation2, Calcutta
(iii) Maharashtra State Financial -do-
Corporation, Mumbai
(iv) UP State Industrial
Development Corporation
Ltd., Kanpur
(v) Assam Industrial
Development Corporation
Ltd.2, Guwahati
(vi) Gujarat Industrial
Investment Corpn. Ltd.2,
Ahmedabad
(vii) Nagaland Industrial
Dev. Corpn. Ltd., Dimapur
(viii) Uttar Pradesh
Financial Corpn., Kanpur
(ix) State Industries
Promotion Corpn. of Tamil
Nadu Ltd. 2, Chennai
(x) The Tamil Nadu Industrial -do- (a) to (d)
Investment Corpn. Ltd.2
Chennai
(b) Borrowing limits of a
company under section 293(1)(d)
of the Companies Act, 1956,
including details of share capital,
authorised, issued, subscribed and
paid-up and the actual borrowing.
August, 1982
April, 1984
-do- December,
1985
(a) Necessary powers of a March, 1982
company and its directors to enter October 1988
into an agreement.
(b) Borrowing limits of a
company under section 293(1)(d)
of the Companies Act, 1956,
including details of share capital,
authorised, issued, subscribed and
paid-up and the actual borrowing.
(c) List of members of a company.
(d) Copies of resolutions passed at
company meetings to be furnished
to financial institutions.
-do- (a) to (d) October, 1982
August, 1986
-do- (a) to (d) September,
1983
-do- (a) to (d) September,
1983
-do- (a) to (d) October, 1983
November,
1983
(xi) Karnataka State Indl. -do- (a) to (d) July, 1982
Invest. And Dev. Corpn.Ltd2., February, 1986
Bangalore
(xii) The Pradeshiya Ind. -do- (a) to (d) March, 1986
And Investment Corpn. of UP
Ltd., Lucknow
(xiii) Andhra Pradesh -do- (a) to (d) June, 1982
State Financial Corpn., March, 1986
Hyderabad
(xiv) The Punjab State Indl. March, 1986
Dev. Corpn. Ltd., Chandigarh -do- (a) to (d)
(xv) The State Indl. and do- (a) to (d) June,1982
Investment Corpn. of April,1984
Maharashtra Ltd2., Mumbai June,1984
(xvi) Haryana Financial -do- (a) to (d) September,
Corpn. 2, Chandigarh 1982,
April, 1986,
May, 1988
(xvii)Punjab Financial Corpn., -do- (a) to (d) May, 1986
Chandigarh
(xviii) Andhra Pradesh Indl. -do- (a) to (d) May, 1982
Dev., Corpn. Ltd., June, 1986
Hyderabad
(xix) Rajasthan State Indl. Dev. -do- (a) to (d) August, 1986
& Inv. Corpn. Ltd., Jaipur
(xx) Indl. Promotion & Inv. -do- (a) to (d) September,
Corpn. of Orissa Ltd2., 1982
Bhubaneswar August, 1986
(xxi) Gujarat State Fin. -do- (a) to (d) April, 1982
Corpn2., Ahmedabad September,
1986
(xxii) The Zoram Indl. Dev. -do- (a) to (d) March, 1987
Corpn. Ltd., Mizoram
(xxiii) Kerala State Indl. Dev. -do- (a) to (d) August, 1986
Corpn. Ltd2.,
Thiruvnanthapuram
(xxiv) Rajasthan Financial -do- (a) to (d) September,
Corpn. 2, Jaipur 1983
July, 1987
(xxv) West Bengal Indl. Dev. -do- (a) to (d) July, 1987
Corpn. Ltd2., Calcutta
(xxvi) Orissa State Financial -do- (a) to (d) July, 1987
Corporation
(xxvii) Bihar State Financial -do- (a) to (d) January, 1988
Corpn., Patna
(xxviii) Delhi Financial Corpn. -do- (a) to (d) August, 1988
2, New Delhi
(xxix)Manipur Indl. Dev. Corpn. -do- (a) to (d) April, 1990
Ltd. 2, Imphal
(xxx) Pondicherry Indl. -do- (a) to (d) December,
Promotion, Dev. & Inv. Corpn. 1990
Ltd., Pondicherry
(xxxi) Arunachal Pradesh -do- (a) to (d) August, 1991
Indl. Dev. & Financial
Corpn. Ltd. 2, Naharlagum
(xxxii) Gujarat Industrial To issue certificate with regard to May, 1999
Development Corporation shareholders, and share-holdings
of companies, for the
purposes of transfer of industrial
Plot/Shed.

B. Secretarial Audit
(xxxiii) Manipur Industrial
Development Corpn. Ltd.,
Imphal
(xxxiv) Assam Indl. Dev.
Corpn. Ltd.,
Guwahati
Secretarial Audit, once a year of April, 1990
the companies assisted by the
Corporation
Secretarial Audit, once a year, of July, 1990
the companies assisted by the
Corpn. under the IDBI’s Refinance
Scheme. However, companies
having whole-time secretary
need not perform Secretarial
Audit, provided such Company
Secretary submits a certificate of
compliance of various provisions
of law.
 (xxv)Gujarat Industrial Secretarial Audit, once a year, of June, 1991
Investment Corporation Ltd., the companies assisted by the
Ahmedabad Corpn. including the
joint/associate sector companies of
the corpn. However, companies
having whole-time secretary need
not perform Secretarial Audit
provided such Company Secretary
submits a certificate of compliance
of various provisions of law.
(xxxvi) Arunachal Pradesh Secretarial Audit, once a year, of August, 1991
Industrial Development & the companies assisted by the
Financial Corpn. Ltd., Corporation.
Naharlagun
C. Due Diligence Certificates/Search Report
(xxxvii) Gujarat State Financial (i) Certification with regard to
Corporation the compliance of various laws
such as Factories Act, Safety May, 1999
Provisions and other local Acts, by
the concerned borrowers.
(ii) Preparation of Search
Report and other work
connected with Registrar of
Companies.
VIII. GOVERNMENT
DEPARTMENTS
69. Department of Agriculture To issue a certificate about certain July, 1987
and Cooperation, Ministry of prescribed details of a company
Agriculture chartering foreign fishing
vessels, according to the
guidelines issued by the
Department of Agriculture and Co-
operation.
70. Entrepreneurship Department of A Company Secretary setting up August, 1992
Industries, Government of industrial unit recognised as
Orissa ‘Special Class Entrepreneur’ under
the category of technical
entrepreneurs (Special class
entrepreneurs are eligible for 5%
extra capital investment subsidy
and other additional privileges
for setting up industries).
 71. Department of
Telecommunication, vide its
Guidelines No. 820-1/2006-LR,
dated 24.8.2007
72. Ministry of Heavy Industries
and Public Enterprises,
Department of Public
Enterprises, vide its ref. no.
18(8)/2005-GM dated 22nd
June 2007
The "Guidelines and General August, 2007
Information for Grant of Licence
for Operating Internet Services"
authorise Company Secretaries to
issue certificate on net worth of
the Companies. The Guidelines
provide that a company having ISP
licence and a net worth of Rs. One
Hundered crore or more can only
offer IPTV services subject to
approval from Licensor. A
certificate from Company
Secretary (certifying the net worth
of the company) is to be submitted
The Guidelines on Corporate June 2007
Governance for Central Public
Sector Enterprises 2007 provide
that the company shall obtain a
certificate from practicing
Company Secretary regarding
compliance of conditions of
corporate governance as stipulated
in these Guidelines and Annexes.

IX HIGH COURT
73. Calcutta High Court (letter no. Introduction of panel of February, 1983
Cor. 424 dated Practising Company Secretaries
9.2.1983) for appointment as receivers,
arbitrators, trustees and special
officers.
X ANCILLARY
74. Income-Tax Act, 1961 Ministry of Finance, October, 1992
Department of Revenue, Central
Board of Direct Taxes, have
notified the profession of
Company Secretaries under
section 44AA of the Income Tax
Act, 1961.
1. Secretary of Company can also undertake such assignment.
2. In addition, certificate in respect of search reports from the records maintained
by the office of the Registrar of Companies will be accepted.
II - FOR A COMPANY SECRETARY IN EMPLOYMENT

1. Ministry of Education Appointment of superior posts and February, 1968

services under the Central December, 1971
Government. July, 1981
2. Section 2(45) of the “Secretary” redefined to include, a May, 1988
Companies Act, 1956 member of the Institute appointed w.e.f. 15.6.1988
to perform the duties which may be
performed by a secretary under the
Act and other ministerial or
administrative duties.
3. Section 383A of the (i) Every Company having a paid-up February, 1975
Companies Act, 1956 share capital of Rs. 5 crores or more (as amended in
read with Companies to employ a whole-time secretary December 1988, April
(Appointment & who is a member of the Institute. 1993, and in June,
Qualifications of (ii) Pass in Intermediate examination 2002)
Secretary) Rules, 1988 of the Institute eligible for
appointment as whole-time secretary
in case of companies having paid-up
share capital of less than Rs. 5
crores.
(iii) Pass in Intermediate examination 14 October, 2003
of the Institute eligible for
appointment as a whole-time secretary
in case of a company with its
registered office and corporate office
and works situated in towns with a
population of less than one lakh in
accordance with Census of India 2001
Report and having a paid-up share
capital of rupees two crores or more
but less than rupees five crores.
4. Section 581X of the Every producer company having an 6 February, 2003
Companies Act, 1956 average annual turnover exceeding
five crores rupees in each of three
consecutive financial years to have a
whole-time secretary who is a member
of the Institute.
5. SEBI vide circular Compliance officer to be appointed May, 1999
Letter No. by Listed companies in Compliance
SMD/POLICY/CIR- with Circular No.
12/99 dated 18.5.1999 SMD/POLICY/CIR-06/98 dated
February, 12, 1988 , shall be the
 Company Secretary of the Company.
6. Government of Andhra For recruitment in public sector September, 1981
Pradesh under-takings of the State to superior
posts.
7. Central Government Qualification for recruitment to November, 1982
(Ministry of Corporate Grades I to IV in the Accounts
Affairs) Branch of the Central Company Law
Service.
8. Ministry of Home Empanelment of Company Secretaries March, 1984
Affairs, Department of for assignment of Indian experts to the
Personnel and developing countries of Asia, Africa
Administrative and Latin America .
Reforms
9. Government of Degrees/diplomas awarded by January, 1978
Gujarat , General Universities or other educational June, 1981
Administration, Institutes established by an Act of the
Department Circular No. Central or State legislature or by
RDD/1077/1120/K an Act of Parliament
dated 16.1.1978 and automatically specialize for the
letter No. purpose of recruitment to the posts
RDD/1081/1781/K dated and services under the State
23.6.1981 Government.
10. Government of Tamil ACS is specialized as one of the March, 1988
Nadu, Personnel and qualifications for the purpose of
Administrative Group ‘A’ appointments in the State
Reforms (Personnel ) Government Service in the
Department, Order No. departments concerned with
G.O. Ms. No. 148 Trade, Commerce, Finance,
dated 7.3.1988 Commercial Taxes and Industry
where such a specialized knowledge
is called for.
11. Government of Kerala, Preference to be given to candidates May, 1989
Planning & Economic possessing ACS qualification in
Affairs (BPE) addition to ACA/AICWA
Department, qualification, for recruitment to the
Thiruvanathapuram, posts of Finance Directors in State
Order No. 10180/BPE – Government Undertakings in Kerala.
2/89/Plg. Dated
29.5.1989.
12. Karnataka State ACS as one of the superior November 1989
Financial Corporation, qualification for appointment to
Letter Pers/P- 3214 executive posts.
 dated 10.11.1989
13. (a) Govt. of India , 9th April,1999
Ministry of Personnel,
Public Grievances and
Pensions(Department of
Personnel & Training) O Employees passing Intermediate
M No. dated 1/2/89 -Estt. and Final Examinations of
(Pay.I) dated Company Secretaryship course are April, 1991 (revised
09.04.1999. eligible for lump sum incentives of Rs. in 1999)
(b) Office of Comptroller 2,000 and Rs. 4,000, respectively.
& Auditor General of
India vide Letter No.
284/ NGE(ENTT)/44-
2005.
14. Model Listing Company Secretary or any other 1 November, 2004
Agreement for Listing of person to be designated as compliance
Debt Securities officer.
SEBI/CFD/DIL/CIR-39/
2004/11/01
15. Model Listing Issuer to appoint its Company 3 April, 2006
Agreement for Listing of Secretary as Compliance Officer.
Indian Depository
Receipts
SEBI/CFD/DIL/IDR/1/
2006/3/4
16. University Grants CS Qualification for Appointment as 30 June 2010
Commission (UGC) Teaching Faculty in Universities and
Regulation vide File No. Colleges in the Area of Management /
F.3-1/2009 dated 30th Business Administration.
June 2010

(6). SERVICES RENDERED BY PCS

The educational background, knowledge, training and exposure that a Company

Secretary acquires makes him a versatile professional capable of rendering a wide

range of services to companies of all sizes, other commercial and industrial

organisations, small scale units, firms, etc. on retainership or job basis. The plethora of

services, which a Practising Company Secretary can render, are listed below: PROJECT

PLANNING

 Promotion, formation and incorporation of companies, and matters related

therewith including choice of type of company, availability of name, drafting of

Memorandum and Articles of Association and other documents, their stamping

and registration with the Registrar of Companies.

 Identification of Project.

 Selection of location for the project and advising on various incentives

available.

 Selection of land, search of titles, and getting required approvals for carrying

out industrial/commercial activities on such land.

 Advising on size of the project, drawing schedule of implementation and follow

up from the stage of conceiving of project upto the commencement of

commercial production.

 Advising on expansion and modernisation.

RAISING OF RESOURCES/FINANCIAL SERVICES

 Preparation of Project Reports and Feasibility Studies.

 Syndication of long term and short term loans from financial institutions, banks

and other agencies.

 Loan documentation, registration of charges, search and status report.

 Advisor/Consultant in issue of shares and other securities.

 Drafting of prospectus/offer for sale/letter of offer/other documents related to

issue of securities, and obtaining various approvals in association with lead

managers.

 Listing of securities/delisting of securities with recognised stock exchanges.

 Private placement of shares and securities.

 Buy-back of shares and other securities.

 Raising of funds from international markets - ADR/GDR/ECB.

 Investment subsidies, sales tax and other incentives.

  Liaisoning with financial institutions, banks, other lenders, and stock

exchanges, and furnishing periodical returns, reports and information required

by them.

 Advising sick companies with respect to the provisions of the Sick Industrial

Companies (Special Provisions) Act, 1985, and drafting of rehabilitation

schemes.

FOREIGN COLLABORATIONS AND JOINT VENTURES ABROAD

 Advising on Foreign Collaborations.

 Advising on setting up of subsidiaries in India.

 Advising on setting up of joint ventures abroad or setting up of subsidiaries

abroad.

 Drafting of Memorandum of Understanding, Promoters’ Agreement,

Shareholders’ Agreement and Commercial Agreements.

CORPORATE RESTRUCTURING

 Planning strategies for amalgamation/merger, acquisition, takeover, spin off,

reconstruction, reorganisation, restructuring and winding up of companies.

 Change of name, change of objects and shifting of registered office of the

company.

 Drafting schemes of amalgamation or arrangement, public offer for acquisition

or takeover, and Promoters Agreement.

 Complying with necessary legal and procedural requirements.

 Advising the management on post restructured scenario.

CORPORATE LAWS ADVISORY SERVICES COMPANIES ACT:

 Filing, registering, representing, attesting or verifying any document including

forms, returns and applications by or on behalf of the company as an authorised

representative.

 Compilation of status/search reports for companies, banks and financial

institutions.

 Pre-certification of forms relating to Registration/Modification/ Satisfaction of

charges and their filing with the Registrar of Companies.

 Pre-certification of other documents and returns required to be filed with the

Registrar of Companies.
  Advising on legal and procedural matters under the Act.

 Maintenance of secretarial records, statutory books and registers.

 Acting as Secretarial Auditor, Advisor or Consultant.

 Filing of petitions before the Company Law Board.

 Appearing as authorised representative before the Company Law Board, Central

Government, Regional Director and Registrar of Companies.

 Acting as Scrutinizer for postal ballots voting process.

MRTP ACT/CONSUMER PROTECTION ACT:

 Appearing as authorised representative before the MRTP Commission/Consumer

Forums.

 Advising company on dealership agreements, trade practices, sales promotion

schemes, marketing and sales campaigns.

FOREIGN EXCHANGE MANAGEMENT ACT:

 Advising on legal and procedural matters falling under FEMA.

 Advising Non-Resident Indians regarding investment in India and repatriation of

such investments and returns thereon.

 Obtaining RBI/FIPB approvals.

DEPOSITORIES ACT:
 Appearing as authorised representative before Securities Appellate Tribunal.

 Conduct of Internal Audit of Operations of Depository Participants.

STATE LAWS:

 Advising on legal and procedural matters on various laws of different states on

Pollution Control, Co-operative Societies, Public Trusts, Non Trading

Corporations, Land Ceilings, Sales Tax, Revenue Laws etc.

APPEARANCE BEFORE REGULATORY AUTHORITIES

 Appearing as authorised representative before the Company Law Board, Central

Government, Regional Director, Registrar of Companies, MRTP Commission,

Consumer Forums, Securities Appellate Tribunal Central Excise authorities,

Wealth Tax Authorities, Customs Authorities, Income Tax Authorities, Appellate

Tribunals, Central Electricity Regulatory Commission, Gujarat Electricity

 Regulatory Commission, Telecom Disputes Settlement and Appellate

Tribunal,BIFR.

TAX PLANNING AND MANAGEMENT INCOME TAX:

 Computation of tax payable, filing of returns of income of the company and its

directors and obtaining permanent account numbers.

 Computation and payment of advance tax.

 Computation of deduction of tax at source, filing of forms and issue of TDS

certificates.

 Acting as authorised representative before the Income Tax authorities during

assessment proceedings, furnishing of records/ documents/explanations called

for.

 Filing of appeals, claiming refunds, getting the transactions registered.

 Advising on tax planning and tax management, availing tax concessions,

incentives, reliefs and tax benefits.

WEALTH TAX:

 Acting as authorised representative before wealth tax authorities in matters of

disputes relating to valuation of shares, debentures, stocks, assets, etc.

 Acting as registered valuer of shares, stocks, debentures, shares in partnership

firm and of business assets including goodwill.

EXCISE:

 Acting as authorised representative before Central Excise Authorities.

 Valuation and classification of goods.

 Assessment of duty and obtaining refunds.

 Complying with formalities for removal of excisable goods for home

consumption and exports.

 CENVAT procedures.

 Advising on search, seizure etc.

 Documentation.

CUSTOMS:
  Acting as authorised representative before Customs Authorities and the

Appellate Tribunal.

 Assisting in clearance of import/export classification of goods.

 Valuation of goods and assessment of customs duty and obtaining refunds.

 Documentation.

 Availing duty exemptions and drawback benefits.

EXPORT-IMPORT AND FOREX DEALINGS

 Advising on Export-Import policy and regulations.

 Export-Import documentation.

 Advising on Letters of Credit, and drafting suitable conditions in L/Cs.

 Advising and assisting in receipt and remittance of funds in foreign currency.

ARBITRATION AND CONCILIATION

 Advising on arbitration, negotiations and conciliation.

 Drafting Arbitration/Conciliation Agreement/Clauses.

 Acting as Arbitrator/Conciliator in Domestic and International Commercial

disputes.

INTELLECTUAL PROPERTY RIGHTS AND WTO

 Advising on Intellectual Property Licensing and drafting of agreement.

 Acting as registered Trade Mark Agent.

 Advising on passing off/infringement matters.

 Advising on registration of patents, trademarks and copyrights.

 Advising on all matters related to Intellectual property and TRIPs of WTO.

 Valuation of Intellectual Property Rights.

 Advising on anti-dumping matters-computation of Normal Value, Sale Price,

Comparisons and Appraisals.

PERSONNEL MATTERS

 Manpower planning and development.

 Recruitments, fixation of terms of appointment and devising pay packages.

  Advising on matters with respect to labour and industrial laws, maintenance of

registers and records, filing of various forms and registers, and follow up with

the authorities.

ISSUE OF CERTIFICATES UNDER VARIOUS STATUTES COMPANIES ACT/STOCK

EXCHANGES:

 Compliance Certificate for companies not required to employ a whole-time

secretary and having paid-up share capital of Rs. 10 lakhs or more.

 Making a verified declaration of compliances for obtaining a certificate of

commencement of business/commencement of other business.

 Making the statutory declaration that all requirements of the Companies Act

and the rules thereunder have been complied with in respect of registration of a

company and matters precedent and incidental thereto.

 Give declaration in respect of section 25 companies that the Memorandum and

Articles of Association have been drawn up in conformity with the provisions of

the Act and compliance of provisions with respect to registration or matters

incidental thereto.

 Signing of annual return of listed companies.

 Certificate regarding dispatch of certificate after transfer etc. under clause

47(C) of the Listing Agreement.

 Certification of statement of amounts credited to Investor Education and

Protection Fund.

 Certificate regarding compliance with Private Limited Company and Unlisted

Public Limited Company (Buy-back of Securities) Rules, 1999 including those

relating to extinguishment and distruction of certificates which has to be done

in the presence of a Practising Company Secretary.

 Certificate on appointment of Managing Director/Whole-time Director/Manager

under Schedule XIII.

 Certification to listed companies to the effect that all refund orders/ certificates

issued were dispatched within prescribed time and manner and securities were

listed on the stock exchanges as specified in the offer document.

EXPORT-IMPORT POLICY:

 Various certificates under the Export-Import Policy and Procedures.

 FOREIGN EXCHANGE MANAGEMENT ACT:

 Various Certificates for exchange control purposes under FEMA.

CHARTER POLICY 1986 OF THE DEPTT. OF AGRICULTURE AND CO-OPERATION:

(7). HOW TO RENEW CERTIFICATE OF

PRACTICE

The certificate of practice issued to a member is required to be renewed every year by payment of
annual certificate fee which presently is Rs. 1000 and the annual membership fee which presently is Rs.
1125 for an Associate Member and Rs. 1500 for a Fellow Member. For effecting renewal of Certificate
of Practice, the member has to make an application/declaration. The annual certificate fee and the
annual membership fee become due and payable on first of April every year and are required to be paid
on or before 30th June. In the case of renewal of certificate of practice, the Secretary issues a letter
extending the validity period of the certificate of practice for that year in Form 'F' if the member
continues to fulfil the conditions stipulated by the Council for such renewal or has not violated the
provisions of the Act, its schedules and the regulations framed under the Act.

(8). CANCELLATION OF CERTIFICATE OF

PRACTICE

1. The certificate of practice shall be cancelled when:

a. the name of the holder of the certificate is removed from the Register of Members; or
b. the Council is satisfied that such certificate was issued on the basis of incorrect, misleading or false information provided
by the applicant or by mistake or inadvertence on the part of the Council; or
c. the member has ceased to practise; or
d. the member has not paid the annual certificate fee on or before thirtieth June of that year.

Provided that before cancelling the certificate under clause (b) reasonable opportunity to
explain his case shall be given to the member.

2. The cancellation of a certificate shall be effective -

a. in a case falling under clause (a) of sub-regulation (1) from the date on which and during the period for which the name of
the holder of the certificate was removed from the Register of Members; and
b. in any other case, from such date and for such period as the Council may determine.

2. When a certificate is cancelled, the date from which and the period for which the certificate shall stand cancelled
shall be communicated in writing by registered post to the member concerned at the address entered in the Register and
may also be published in Institutes journal 'Chartered Secretary'

(9). CEILING ON SIGNING ANNUAL

RETURNS
CEILING ON NUMBER OF COMPANIES OF WHICH MEMBERS IN PRACTICE CAN SIGN ANNUAL RETURN

The Council of the Institute of Company Secretaries of India, in exercise of powers under Clause (2) of
Part II of the Second Schedule to the Company Secretaries Act, 1980 has issued a Notification No.
1002:28:DR dated 11th August, 1989 which is reproduced herein below:
"No. 1002/28/DR:- In exercise of the powers conferred by Clause (2) of Part II of the Second
Schedule to the Company Secretaries Act, 1980 (Act No. 56 of 1980), the Council of the Institute
of Company Secretaries of India hereby specifies that a member of the Institute in practice who is
entitled to sign an Annual Return pursuant to the proviso to sub-section (1) of section 161 of the
Companies Act, 1956 (1 of 1956) shall be deemed to be guilty of professional misconduct if he
signs Annual Returns of more than thirty companies whose shares are listed on a recognized stock
exchange, in a calendar year commencing from 1st January, 1989"
Provided, however, in the case of a firm of Company Secretaries, the ceiling of thirty
companies aforesaid would apply to each partner therein who is entitled to sign the annual
return in terms of the proviso to sub-section (1) of section 161 of the Companies Act, 1956.
This becomes operative for any annual return to be signed on or after 1st October, 1989.
BY ORDER OF THE COUNCIL,
T.P. SUBBARAMAN
SECRETARY

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(10). SEE THE ATTATCHED GUIDELINES ( SEE
ANNEXURE-1)
(11). SERVICES THAT CAN BE RENDERED AS PER
THE RESOLUTION PASSED BY THE COUNCIL
UNDER CLAUSE (f) OF SUB-SECTION 2 OF
SECTION 2 OF THE COMPANY SECRETARIES
ACT,1980. ( SEE THE ANNEXURE-2)

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(12). DESIGNATIONS TO BE USED BY PCS

Under section 7 of the Act, a member in practice shall use the designation of a

Company Secretary and shall not use any other designation, whether in addition

thereto or in substitution therefore. However, use of the prefix 'practising' before the

designation 'Company Secretary' would not offend section 7. Similarly, use of the suffix

'in whole-time practice' or 'in practice' after the designation 'Company Secretary' would

also not offend section 7. Further, use of any description or letters to indicate

membership of any other institute in India or elsewhere is permissible, if recognised by

the Council. Any other qualification possessed by a member in practice is also not

prohibited to be used-say M.Com., M.A., M.B.A., A.C.A., A.I.C.W.A. etc. The Council has

recognised membership of the Institute of Chartered Accountants of India and Institute

of Cost & Works Accountants of India and Bar Councils for the purpose of allowing

members to the Institute to use the relevant statutory descriptions of such bodies,

provided members are not holding certificate of practice of the Institute or using the

description 'Company Secretary'. Use of designations like Company Law Consultant,

Corporate Law Advisor, Corporate Advisor, Investment Advisor, Management Consultant

is prohibited.
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