Secured way of Attestation
From July and October, the CAs and CSs are mandatory to attest the documents through UDIN. Which is a secured way of attesting the documents and authorizing the same. UDIN is a new concept introduced by both the Institutions of Chartered Accountants and Company Secretaries.
In this edition we will be seeing about the UDIN and it’s applicability for both CA and CS. And also about eCSIN for whole-time Company Secretaries. Our usual Legal terms and News Bites related to notifications by MCA, SEBI, RBI, IT and GST will follow the article.
Saranya Deivasigamani,
CEO
UDIN and eCSIN
In order to avoid documents/ certificates attested by third person misrepresenting themselves as CA / CS Members that are misleading the Authorities and Stakeholders, the Institute of Chartered Accountants of India (ICAI) and the Institute of Company Secretaries of India (ICSI).
ICAI Implementations
ICAI is on receiving number of complaints of signatures of CAs being forged by non CAs. To curb the malpractices, the Professional Development Committee of ICAI has implemented in phased manner an innovative concept of UDIN i.e. Unique Document Identification Number. All Certificates are being made mandatory with effect from 1st July, 2019 as per the Council decision taken at its 379th Meeting held on 17th – 18th December, 2018.
Chartered Accountants having full-time Certificate of Practice can register on UDIN Portal and generate UDIN by registering the certificates attested/certified by them from https://udin.icai.org.
Understanding UDIN
The UDIN is an 18 digit system generated number and it has the following format:
18304676AKTSBN1659
First 2 Digits are YY – Last two digits of the Current Year (in this case 18)
Next 6 Digits is ICAI’s Membership No. i.e, AAAAAA (in this case 304676)
Next 10 Digits are the randomly generated Alpha-numeric number i.e., AANNNAANNN (AKTSBN1659).
The UDIN generated can be used on the document by mentioning it as a watermark or using a pen on the document.
Verification
Authorities / Regulators / Banks / Others can verify UDIN at https://udin.icai.org/search-udin
Cancellation / Revocation
ICAI Members by mentioning the reason can cancelled or revoked the UDIN. Further, for allowing revocation there is no prescribed time limit. An alert message will be sent about the revocation of the UDIN, if any user had searched that UDIN before revocation. In case anybody searches for the revoked UDIN, appropriate statement indicated by Member with the revocation date will be displayed.
Consequences of non generation
As per the Council Decision of ICAI, UDIN generation is compulsory. Hence, not generating UDIN for mandatory certificates or documents may amount to non-adherence of the ICAI Council Decision. Further for the non-adherence of the council decision may attract disciplinary actions as per the Second Schedule Part II of The Chartered Accountants Act, 1949.
ICSI Implementations
ICSI Council deliberated the matter and it was observed that all the representation annexed to the letter were based on incorrect facts and reflected a tendency to avoid the implementation of the law whereas the initiative of MCA was focused in strengthening governance and compliance. It was decided to summit a detailed representation to MCA to maintain status-quo of limits with respect to appointment of whole time company secretary in terms of Rule SA of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In terms of Clause ( 1) of part II of the Second Schedule to the Company Secretaries Act, 1980 as amended by the Company Secretaries (Amendment) Act, 2006, the Council has made quoting of mandatory UDIN (Unique Document Identification Number) in the documents certified / verified / attested / signed / authenticated by a company secretary in practice for the professional services mentioned in the Unique Document Identification Number (UDIN) Guidelines
Further, the Council has also approved the Unique Document Identification Number (UDIN) Guidelines, 2019, which shall be mandatory w.e.f 1st October, 2019.
Company Secretaries having full-time Certificate of Practice can register on UDIN Portal and generate UDIN by registering the certificates attested/certified by them from http://udin.icsi.edu/
Understanding UDIN
The UDIN shall be a system generated random alphanumeric number. No document shall be required to be uploaded.
The objective of issuing these Guidelines is to:-
- enable the stakeholders to verify the authenticity of various documents certified by Company Secretaries in Practice;
- prevent counterfeiting of various attestations / certifications;
- provide ease of maintaining the Register of Attestation / Certification services rendered by practicing members;
- 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;
- auto-prefill details of Certification / Attestation services rendered by practicing members in of the form for renewal of Certificate of Practice.
UDIN shall be generated for the following services rendered by PCS:
i. 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.
ii. Issuance of Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013.
iii. 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.
iv. Issuance of Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed) under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8thFebruary, 2019.
v. 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).
vi. 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.
vii. Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL.
viii. Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit.
ix. Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana.
x. Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI.
xi. 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.
xii. 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)
Provided further that the practicing company secretary may generate the UDIN for any other eForm and document(s) which is not listed above and not mandatory as per these guidelines on voluntary basis.
In terms of Clause ( 1) of part II of the Second Schedule to the Company Secretaries Act, 1980 as amended by the Company Secretaries (Amendment) Act, 2006, the Council has made quoting of eCSIN (Employee Company Secretary Identification Number) mandatorily for every appointment / cessation of Company Secretary in terms of Section 203 of the Companies Act, 2013 read with Rule 8 / Rule SA of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Council has approved the Employee Company Secretary Identification Number (eCSIN) Guidelines, 2019 which shall be mandatory w.e.f 1st October, 2019
Legal Terms
Perfunctory Judgement
Judgement carried out without real interest, feeling, or effort.
MCA Updates
- Form BEN-2 (Return to the Registrar in respect of declaration under Section 90) notified vide the Companies (Significant Beneficial Owners) second Amendment Rules,2019 dated 1st July 2019 is available for filing purposes now.
- Form FiLLiP is likely to be revised on MCA21 LLP Forms Download page w.e.f. 3rd July, 2019.
- General Notice on DIR-3-KYC No. 07-2019.
SEBI Updates
- SEBI (LODR) Third Amendments.
- SCRA (SECC) Amendments.
- SEBI (Infrastructure Investment Trusts) Regulation.
- SEBI (Depositories and Participants) Amendments.
RBI Updates
- Annual Return on Foreign Liabilities and Assets Reporting by Indian Companies.
- Permission to acquire financial asset from other Asset Reconstruction Companies (ARCs).
IT Updates
- Clarification on non availability of set off.
- Procedure for online submission of TDS
- Modification in Form 15H.
GST Updates
- No major updates.
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