Pre-certification of forms is, not a routine or mechanical exercise but is a serious and involved work calling for sound application of mind in verifying the averments made in the respective forms after due consideration

CS Professional · Compliance Management, Audit and Due Diligence · PYQS · December 2025
Pre-certification of forms is, not a routine or mechanical exercise but is a serious and involved work calling for sound application of mind in verifying the averments made in the respective forms after due consideration of the provisions of the Act read with the relevant rules. Comment.

Answer & Explanation:

Yes, the statement is absolutely correct as Pre-certification is important not only from the Company's perspective but also from regulators standpoint. A Practicing Company Secretary (PCS) while exercising due diligence need to be keen and alert while certifying the forms with their eyes wide open. They should not merely restrict themselves to the content of the form and along with mandatory attachments they need to focus whether substantial laws were complied or not. They should exercise vigilance in circumstances such as management disputes, Regulatory complaints, investor complaints etc. It is important to: Ensure correctness: The professional checks the correctness of the particulars stated in the prescribed forms after due consideration of the provisions of the Act and the Rules made thereunder. He also ensures that the particulars stated in the Forms are in agreement with the books and records of the company. If he notices any defect or finds that the information provided in the form is incomplete or defective, he appropriately advices/provides guidance for completion of document/rectification of defect and makes pre-certification only after completion of documents/ rectification of such defects. Pre-emptive step: Pre-certification acts as a pre-emptive check to ensure that the particulars stated in the form or return are as per the books and records of the company and are true and correct. This would mean that the Registrar can rely on the certification of the Company Secretary in Practice and may take the document on record without further examination. Thus, Pre-certification by a Company Secretary in Practice ensures that no form or return filed with the Registrar of Companies is defective or incomplete. Aids good governance: Disclosure of information to shareholders is a critical requirement of good governance mechanism with a view to protect the interests of the shareholders and other stakeholders and to ensure better governance. Accordingly, the Act has stipulated stringent measures and requirements for disclosure, included in financial statements, Board's report and annual return. The Act has also prescribed onerous duties and responsibilities on the Director of a company as well as the Company Secretaries. The punishment for violation of provisions of the Act has also been enhanced under the Act, to ensure the correctness of information filed by the corporates. Self-regulation: The introduction of pre-certification by an independent professional in the e-form was aimed at self-regulations of companies and to reduce the involvement of government machinery, i.e. the Registrar of Companies. Once any form has been pre-certified by a professional based on the particulars contained in the books of accounts and records of the company, same can be taken on record without further examination. If a professional gives a false certificate or omits any material information knowingly, he is liable to punishment under the provisions of the Act as well as liable for professional or other misconduct under Company Secretaries Act, 1980.

Topics: Compliance Management

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