MJ Ltd. a listed company, engaged P, a Practicing Company Secretary (PCS) for the pre-certification of e-forms related to certain corporate filings under the Companies Act, 2013. P obtained the engagement letter and revi

CS Professional · Compliance Management, Audit and Due Diligence · PYQS · June 2025
MJ Ltd. a listed company, engaged P, a Practicing Company Secretary (PCS) for the pre-certification of e-forms related to certain corporate filings under the Companies Act, 2013. P obtained the engagement letter and reviewed the Company's records. During verification, it was observed that a crucial board resolution authorising a key transaction was missing from the Company's records and the financial statements attached to the form were not the final audited versions. Despite these gaps, P proceeded with certification based on representations made by MJ's management. Later, upon scrutiny by the Registrar of Companies (RoC), it was found that the certified documents contained material misstatements, leading to regulatory action against both the Company and the certifying professional. Explain the best practices that a PCS should adopt while undertaking such assignments.

Answer & Explanation:

Professional in Practice before undertaking the work relating to pre-certification should thoroughly read the: Requirements of the provisions of the Companies Act, 2013 and Rules made thereunder; and Familiarize himself with the actual practices that are followed in this regard. Further he should particularly ensure the following: Ensure that letter of engagement/Board Resolution authorizing the professional for the assignment by the company to be obtained. Maintain a physical/scanned of all documents verified (subject to confidentiality requirement). Ensure that all relevant documents and attachments are legible & visible. Verification of the documents from the original records of the company. Correctness of the records and the material departure from the facts. The form is signed by the authorised person of the company. Before certification of any form, the person should be aware about the relevant provisions under the Act and Rules made thereunder, Process to be followed by the company, approval if any required etc. For maintaining quality of attestation /certification services provided by Company Secretaries in Practice, every Practicing Company Secretary/Firm of Practicing Company Secretaries shall maintain a register regarding attestation/certification services provided by him/her/it.

Topics: Professional Ethics & Best Practices

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