Published Thu, 09 Apr 2020 | Updated Mon, 24 May 2021

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Introduction

 
The Council of Institute of Company Secretaries of India (ICSI) at its 261st (Special) Meeting held on 27th June 2019 at New Delhi approved the Unique Document Identification Number (UDIN) Guidelines [UDIN Guidelines] for the Practicing Company Secretaries with the following objectives:

1.  To enable the stakeholders to verify the authenticity of various documents certified by the Company Secretary in Practice
2. To prevent counterfeiting of various attestations/certifications
3. To provide ease of maintaining the Register of Attestation/Certification services rendered by practicing members;
4. To 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;
5. To auto-prefill details of Certification / Attestation services rendered by practicing members in the form for renewal of Certificate of Practice.
    

Applicability

Following services rendered by a company secretary in practice shall come within the ambit of UDIN:

1. 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;
2. Issuance of Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013;
3. 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;
4. Issuance of Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed) under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019;
5. 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);
6. 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;
7. Conduct of Internal Audit of Operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL;
8. Certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit;
9. Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana;
10. Diligence reporting for Banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI;
11. 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;
12. 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)

 

UDIN Generation

In terms of the UDIN Guidelines issued by ICSI, UDIN shall be generated at the time of signing the Certificate/ Report and mandatorily be mentioned in the Certificate, Report and documents along with the Certificate of Practice number with effect from October 1, 2019. 
 
It has been clarified by ICSI in the aforesaid Guidelines that UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation.