Intimation to be given to the previous incumbent (Company Secretary)

Clause (8) of Part I of the First schedule to the Company Secretaries Act, 1980 provides that a company secretary in practice shall be deemed to be guilty of professional misconduct, if he – “accepts the position of a company secretary in Practice previously held by another company secretary in Practice without First communicating with him in writing”. The primary requirement under this clause is of prior communication with the previous incumbent.

The Communication mentioned in this clause does not mean that No-objection or consent of the previous incumbent is a prerequisite of accepting the said assignment.

The Council in its 259^th meeting held on 16^th March, 2019 decided that before accepting the following assignments w.e.f. 01^st April, 2019 every Company Secretary in Practice shall be required to communicate to previous incumbent before accepting the assignment, in terms of Clause(8) of Part I of the First schedule to the Company Secretaries Act,1980:

• To sign Annual return in Form MGT-7 under Section 92(1) of the Companies Act, 2013 and Rule 11(1) of the Companies (Management and Administration) Rules, 2014.
• Certification of Annual Return in Form MGT-8 under sub-section (2) of Section 92of the Companies Act, 2013 and Rule 11(2) of the Companies (Management and Administration) Rules, 2014.
• Issuance of Secretarial Audit Report under sub-section (1) of Section 204 of the Companies Act, 2013.
• 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.
• Issuance of Annual Secretarial Compliance Report to listed entities as required under Regulations 24A of SEBI (LODR) Regulations, 2015.
• Certification required under SEBI(LODR) 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 the companies by the Board/ Ministry of Corporate affairs or any statutory authority under schedule V, Part C, Clause (10) (i).
• 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.
• Conduct of Internal Audit of operations of the Depository Participants registered with NSDL and CDSL under the Bye Laws issued by NSDL and CDSL.
• Certification required under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share capital.
• To act Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana.
• Issuance of Audit Report by the unlisted public companies, to be submitted on a half-yearly basis to the ROC, under whose jurisdiction the Registered office of the company is situated, under the provisions of the Rule 9A(8) of the Companies (Prospectus & Allotment of Securities) Rules, 2014.
•  Due Diligence reporting for banks in case of multiple banking/consortium lending arrangements in terms of the circular issued by RBI.
• Conduct of Internal Audit of the stock Brokers/sub brokers under SEBI Circular no. MIRSD/DPSII/Cir-26/ 08 dated 22^nd August 2008 and MRD/DMS/Cir-29/2008 dated 21^st October 2008.

The Council has approved the following format for Intimation to be given to the Previous Incumbent (Company Secretary)

Cs…….

Address……..

Dear Sir/Madam,

Sub: Intimation in terms of Clause 8 of the First Schedule to the Company Secretaries Act, 1980

I, CS……/We, M/s………… Company Secretary in Practice / Firm of company Secretaries have been approached by the management of M/s………. Limited to…….. (list of professional services) for the FY……. vide their letter No. ….. dated ……..

We understand that earlier the above mentioned professional services were being rendered by your goodself /firm to M/s ……… Limited during the Financial Year……….

I/ We request you to kindly take this communication as intimation to be given to the previous incumbent in terms of Clause 8 of the First Schedule to the Company Secretaries Act, 1980.

Regards,

CS……

Membership No. ACS……/ FCS…….

CoP No………

For……& Co./& Associates, Company Secretaries

Firm unique Code………

Date:

Place:

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