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.
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.
Since October 2019, ICSI mandates UDIN (Unique Document Identification Number) for all CS certificates. This ensures authenticity and prevents misuse of forged documents.
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.
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.
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
CS certification fees vary depending on the type of certificate and the company’s size. On average, it may range from ₹5,000 to ₹25,000 per certification.
No, MGT-8 is not mandatory for all companies. It is required only for listed companies and certain public companies that meet prescribed thresholds under the Companies Act.
MR-3 is the Secretarial Audit Report issued by a practicing Company Secretary. It certifies whether a company has complied with applicable laws and rules.
Private limited companies generally do not need CS certificates unless specifically required under law, such as for certain filings or compliance in case of larger private companies.
Investors use CS certificates as a reliable assurance of a company’s legal and regulatory compliance before investing, merging, or acquiring.
If a CS certificate is issued without a UDIN (Unique Document Identification Number), it is considered invalid as per ICSI guidelines.
Yes, a Company Secretary in practice can certify shareholding patterns, especially when required for regulatory filings or stock exchange submissions.
Documents generally include the Foreign Inward Remittance Certificate (FIRC), KYC of the foreign investor, share allotment details, and board resolutions.
Yes, CS certification fees are treated as professional charges and are tax deductible as a business expense under the Income Tax Act.
CS certificates are verified by government authorities such as the Registrar of Companies (RoC), SEBI, RBI, or other regulators depending on the purpose.
Yes, UDIN is mandatory for scrutinizer’s reports to ensure authenticity and traceability of the certificate issued by a practicing CS.
Yes, a practicing Company Secretary can issue certificates for multiple companies, provided there is no conflict of interest and professional standards are followed.
A secretarial audit generally takes 3–6 weeks depending on the size of the company, complexity of operations, and availability of records.
Yes, CS certificates are often required during mergers to confirm compliance with company law and regulatory filings.
If a Company Secretary issues a wrong certificate, penalties may include disciplinary action by ICSI, monetary fines, suspension of practice, and in serious cases, prosecution under the Companies Act.
CA vs CS Certificates in India – Types, Fees, and Compliance Explained Introduction Certificates issued by Chartered Accountants (CAs) and…
Certificates in India – Types, Information Required, Charges & UDIN Norms Introduction For many financial and compliance matters in India,…
7 Essential Skills CAs Should Learn in 2025 for Growth As a content writer at Ebizfiling, I interact with Chartered…
Expecting a Tax Refund but Got a Demand? Understand Your 143(1) Notice Introduction If you were expecting a refund after…
Form 15H for PF Withdrawal Online Introduction Filing Form 15H for PF withdrawal online is an important step for anyone…
Income Tax Rates for Co-operative Societies – Past Seven Years Introduction Co-operative societies in India are entities registered under cooperative…
Leave a Comment