CS Certificates in India – Types, Information Required, Fees & UDIN Norms  

Introduction  

In India, Company Secretary (CS) certificates are critical for compliance with the Companies Act, SEBI Regulations, and FEMA requirements. Banks, regulators, and investors often require certified confirmations from a practising CS to ensure that a company has complied with statutory rules.

If you are a startup, listed company, or private limited company, understanding the types of CS certificates, the information you must submit, and the verification process followed by the CS is crucial. This guide also covers CS certification fees and UDIN norms applicable in India.

Types of CS Certificates in India (with Information Required)  

1. Annual Return Certification – Form MGT-8  

• Purpose: Certification of annual return for companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore.

• Information Required: Draft annual return, shareholding pattern, meeting records, registers of members.

• What CS Checks: Accuracy of annual return, disclosures as per Companies Act.

2. Secretarial Audit Report – Form MR-3  

• Purpose: Mandatory for listed companies and certain public companies.

• Information Required: Board minutes, statutory registers, agreements, ROC filings.

• What CS Checks: Compliance with Companies Act, SEBI, FEMA, and other laws.

3. Annual Secretarial Compliance Report (SEBI LODR)  

• Purpose: Annual SEBI filing for listed entities.

• Information Required: SEBI filings, board composition, insider trading records.

• What CS Checks: Compliance with SEBI LODR and governance standards.

4. Corporate Governance Compliance Certificate  

• Purpose: Certification of governance for listed companies.

• Information Required: Board structure, committees, disclosures, RPTs.

• What CS Checks: Proper disclosures and director compliance.

5. Certificate of Non-Disqualification of Directors  

• Purpose: Included in listed companies’ annual reports.

• Information Required: Director declarations, DIN database checks.

• What CS Checks: Disqualification status under Companies Act.

6. Reconciliation of Share Capital Audit Report (Reg. 76 SEBI)  

• Purpose: Quarterly reconciliation for listed entities.

• Information Required: NSDL/CDSL records, register of members.

• What CS Checks: Capital issued vs demat shares reconciliation.

7. Share Transfer Compliance Certificate (Reg. 40(9) SEBI)  

• Purpose: Certification of securities transfers.

• Information Required: Transfer deeds, share certificates.

• What CS Checks: Timely and compliant transfer of shares.

8. FDI Compliance Certificate – Form FC-GPR/FC-TRS

• Purpose: For foreign investment reporting.

• Information Required: FIRC, KYC, board resolutions, allotment details.

• What CS Checks: Timely filings on FIRMS portal, FEMA compliance.

9. Due Diligence Report for Banks  

• Purpose: For sanction of large loans.

• Information Required: Registers, litigation records, ROC compliance.

• What CS Checks: Company’s legal standing and compliance health.

10. Scrutinizer’s Report (AGM/EGM)  

• Purpose: Independent voting validation.

• Information Required: Ballot papers, e-voting records.

• What CS Checks: Accuracy of voting process and tabulation.

11. ESOP Compliance Certificate  

• Purpose: Certification of ESOP implementation.

• Information Required: ESOP scheme, shareholder approvals.

• What CS Checks: Compliance with SEBI SBEBSE Regulations.

12. Sweat Equity Shares Compliance Certificate  

• Purpose: Before issuing sweat equity.

• Information Required: Valuation reports, approvals.

• What CS Checks: Compliance with Companies Act & SEBI.

13. SEBI Delisting Compliance Certificate  

• Purpose: For voluntary delisting.

• Information Required: Shareholder approvals, public announcements.

• What CS Checks: Adherence to SEBI Delisting Regulations.

14. SEBI Takeover Code Certificate  

• Purpose: During acquisitions/open offers.

• Information Required: Shareholding records, offer docs.

• What CS Checks: Compliance with SEBI SAST Regulations.

15. Certification of Statutory Registers  

• Purpose: Investor/lender due diligence.

• Information Required: Registers of members, directors, charges.

• What CS Checks: Completeness and accuracy of registers.

UDIN Norms for CS Certificates  

Since October 2019, ICSI mandates UDIN (Unique Document Identification Number) for all CS certificates. This ensures authenticity and prevents misuse of forged documents.

CS Certification Fees in India  

Typical CS certification fees:

• ROC certificates (MGT-8, transfers): ₹3,000–₹10,000

• Secretarial audit/compliance reports: ₹25,000–₹75,000

• Due diligence reports: ₹50,000–₹1,00,000+

• SEBI certifications: Case-specific, higher fees

Fees vary by complexity, company size, and scope of engagement.

Conclusion  

CS certificates are vital for demonstrating compliance with ROC, SEBI, FEMA, and governance standards. Startups and corporates must maintain proper registers and records to reduce CS certification fees and avoid compliance gaps. Always check for UDIN authentication to ensure legitimacy.

Suggested Read :

Important Statutory Due Dates for Company Annual Filing for FY 2019-20

What is Commencement of Business Certificate and Form INC 20A?

E-Form INC-20A (Commencement of Business Certificate)

FAQs on Private Limited Company Registration in India

FAQs on Company Registration in India

FAQs on CS Certificates