Company Secretaries Unique Document Identification Number (UDIN)

In exercise of the powers conferred by 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 of the Institute of Company Secretaries of India (ICSI) has rolled out an initiative in the form of a Unique Document Identification Number (UDIN) in an attempt to pursue heightened sense of self-governance and strengthen the practicing side of company secretaries.

UDIN will provide ease of maintaining register of attestation and certification services. It will prevent counterfeiting of various attestations and certifications besides ensuring compliance with regard to ceilings on the number of certifications and attestations.

The initiative also enables stakeholders and regulators to verify documents signed or certified by company secretaries in practice.

Further, the Council has approved the Employee Company Secretary Identification Number (e-CSIN) Guidelines, 2019 which shall be mandatory w.e.f 1st October, 2019. The process to generate e - CSIN will be released by The Institute of Company Secretaries of India, very soon.

KEY HIGHLIGHTS OF UNIQUE DOCUMENT IDENTIFICATION NUMBER (UDIN) GUIDELINES, 2019:

Sr No Particulars Brief Description
1 Short Title These Guidelines may be called the Unique Document Identification Number (UDIN) Guidelines, 2019
2 Objective 1) Enable the stakeholders to verify the authenticity of various  documents certified by Company Secretaries in Practice;

2) Prevent counterfeiting of various attestations / certifications;

3) Provide ease of maintaining the Register of Attestation / Certification services

4) 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) Auto-prefill details of Certification / Attestation services rendered by practicing members in of the form for renewal of Certificate of Practice

3 Applicability UDIN shall be generated for the following services rendered by PCS:

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.

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.

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

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.

 

Provided further that the practicing company secretary may generate the UDIN for any other e Form and document(s) which is not listed above and not mandatory as per these guidelines on voluntary basis.

4 UDIN Generation 1) The practicing company secretary shall go to the designated website, and create a login id and password by entering the Membership Number, CoP No., Phone No., Email id, AADHAR and Income Tax PAN.

2) The login id would be verified through a computer application.

3) The UDIN shall be a system generated random alphanumeric number.

4) No document shall be required to be uploaded.

5 Modalities The modalities for operationalizing these Guidelines are as under:

1) Only Members with a valid Certificate of Practice can register

2) Only the member certifying the document may generate UDIN

3) Regulatory bodies and other stakeholders may verify the authenticity of documents certified by PCS by visiting the designated website

4) No fee for registration/generation of UDIN

5) UDIN shall be shared on registered Email id of the Members or through any other electronic mode

6) Name of recipient of the professional service, CIN /LLPIN / PAN No. of client (as the case may be) shall be disclosed at the time of generation of UDIN

7) UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation.

6 Quoting UDIN and Timelines 1) 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.

2) Quoting UDIN on the certifications, attestations, w.r.t the professional services as mentioned under sub-clauses (i) to (xii) of Clause 3 supra shall be mandatory w.e.f. 1st October, 2019.

3) Quoting UDIN on the certifications, attestations w.r.t the professional services as mentioned under sub clauses (i) to (xii) of Clause 3 supra shall be recommendatory with immediate effect.

4) The details of UDIN generated by a PCS during a Financial Year shall be auto-filled in the application form for renewal of Certificate of Practice.

5) Provided however that for the Financial Year 2020-21 the details of UDIN generated by a practicing member during the six month period commencing from 1st October, 2019 will only be auto-filled in the application form for renewal of Certificate of Practice and the data pertaining to the six month period up to and including 30th September, 2019 is to be filled in by the practicing member on his own

7 Consequences of violation Any non-compliance with these Guidelines shall render the members liable for action under the Company Secretaries Act, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.
8 Confidentiality The data uploaded by the members at the time of generating UDIN shall remain confidential and not be construed as “information” under the Right to Information Act, 2005.

KEY HIGHLIGHTS OF EMPLOYEE COMPANY SECRETARY IDENTIFICATION NUMBER (ECSIN) GUIDELINES, 2019:

Sr No Particulars Brief Description
1 Short Title Employee Company Secretary Identification Number (e CSIN) Guidelines, 2019
2 Objective 1) To monitor the appointment and cessation of Company Secretaries in Employment as CS in Whole-time Employment under the provisions of the Section 203 read with Rule 8 / Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

2) To bring more transparency by creating a platform to identify the Company Secretaries employed in a particular company.

3) Further, it shall provide an opportunity to the members to update their professional address simultaneously in the Institute’s Register of Members maintained in terms of Regulation 3 of The Company Secretaries Regulations, 1982.

3 Applicability e CSIN  shall  be  generated  by  the  Company  Secretary  at  the  time  of  employment  as  a Company  Secretary  as  well  as  at  the  time  of  demitting  office  in  any  manner  (resignation  / removal / retirement / disqualification).
4 E CSIN Generation 1) The  member  of  the  Institute  shall  visit  the  designated  website,  create  a login id and password by entering the Membership Number, Phone No., Email id, AADHAR, Income Tax PAN, and such other particulars as may be mandated.

2) The login id would be verified through an electronic application.

3) The e CSIN shall be a system generated random alphanumeric number.

4) No document is required to be uploaded.

5) e CSIN shall be shared only on registered Email id of the Members or through electronic mode.

6) Member Name, ICSI Membership No., CIN & Name of the Company, Income Tax  PAN  No.  of  member,  Date  of  Appointment  /  cessation,  Date  of  Board Resolution,(as the case may be) shall be disclosed at the time of generation of eCSIN.

7) No fee for registration/generation of e CSIN.

5 Quoting e CSIN e CSIN is to be generated at the time of filing of form DIR-12 in terms of Section 203 of the Companies Act, 2013 andthe Rules framed thereunder. The same is mandatorily required to be quoted on the consent letter and resignation letter / cessation letter to be attached with the form DIR-12
6 Monitoring 1) Only Members with an active membership shall register.

2) One member can have only one active e CSIN at any given point of time.

3) Regulatory bodies and other stakeholders may verify the authenticity of e CSIN by visiting the designated website.

7 Applicability 1) Quoting e CSIN on the consent letters to be attached with the form DIR12 shall be mandatory for members entering into employment as Company Secretary w.e.f. 1stOctober, 2019 and till that time the same shall remain recommendatory.

2) The members in respect of whom form 32 under the provisions of erstwhile Companies Act, 1956 or form DIR-12 under the provisions of the Companies Act, 2013 has been filed up to and including 30th September, 2019 shall mandatorily be required to generate e CSIN not later than 31stDecember, 2019.

8 Consequences of violation Any non-compliance with these Guidelines shall render the members liable for action under the  Company  Secretaries  Act,  1980  read  with  First  Schedule  and  Second  Schedule  to  the Company Secretaries Act, 1980
9 Confidentiality The  data  uploaded  by  the  members  at  the  time  of  generation  of  e CSIN  shall  remain confidential and not be construed as “information” under the Right to Information Act, 2005.

Notification on eCSIN Guidelines

Notification on UDIN Guidelines