Practicing Company Secretary’s liability in issuing compliance certificate with not mentioning certain information – a case study

[2022] 135 taxmann.com 288 (Article)

Company Secretary in practice (Practicing company secretary)

1. Sub-section 25 of section 2 of the Companies Act, 2013 defines the term “company secretary in practice” which means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980.

A member of the institute of Company Secretary of India not in any employment is entitled to practice after obtaining a Certificate of Practice (COP) from the Institute of Company Secretaries of India. Sub-section (2) of section 2 of the Company Secretaries Act, 1980 provides that a member of the Company Secretary Institute shall be deemed to be in practice when,

(a) individually or in partnership with one or more members of the Institute in practice or in partnership with members of such other recognised professions as may be prescribed, does any of the following in consideration of remuneration received or to be received: engages himself in the practice of the profession of company secretaries to, or in relation to, any company; or

(b) offers to perform or performs services in relation to the promotion, formation, incorporation, amalgamation, reconstruction, reorganisation or winding up of companies; or

(c) offers to perform or performs such services as may be performed by:

• • • • • 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,
        • A share transfer agent,
        • An issue house,
        • a share and stock broker, a secretarial auditor or consultant, an advisor to a company on management including any legal or procedural matter falling under the various Acts / Laws such as the Industries (Development and Regulation) Act, 1951, the Companies Act, 1956 / 2013, the Securities Contracts (Regulation) Act, 1956, any of the rules or bye-laws made by a recognised stock exchange, the, the Foreign Exchange Management Act, 1999 etc.
        • issuing certificates on behalf of or for the purposes of, a company; or

(d) Holds himself out to the public as a company secretary in practice; or (e) renders professional services or assistance with respect to matters of principle or detail relating to the practice of the profession of company secretaries; or renders such other services as, in the opinion of the Council, are or may be rendered by a company secretary in practice

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