TK & Associates LLP, a firm of practicing Company Secretaries, was engaged by KL Ltd. to certify certain regulatory filings under the Companies Act, 2013. Due to high workload, the senior partner of TK & Associat

Professional misconduct in relation to Company Secretaries in Practice (Part I of the First Schedule to the Act) Clause (11) Provides that a Company Secretary in Practice (PCS) shall be deemed to be guilty of professional misconduct, if he- "allows a person not being a member of the Institute in practice or a member not being his partner to sign on his behalf or on behalf of his firm anything which he is required to certify as a Company Secretary, or any other statements related thereto." This clause further fortifies clause (1) discussed already. It is not permissible for a Company Secretary in Practice to allow any person to sign on his behalf or on behalf of his firm anything which he is required to certify as a Company Secretary or any other statement related thereto. The purpose is not to allow a member to have his judgment and expertise substituted by the judgment of any other person who is not a member in practice or his partner in the firm. To take an instance, the annual return under Section 92 of the Companies Act, 2013 has to be certified by a Company Secretary in Practice himself. It is not possible to have the certification done by a Company Secretary, say, through a power of attorney holder, even though the holder of the power of attorney is an employee (of the Company Secretary) who has been associated with the checking up of various details furnished in the Annual Return. PCS who is not a partner of another PCS cannot sign on behalf of such other PCS on Annual Returns or Secretarial Audit Report or any other certificates. In e-governance era, a PCS on many occasions attaches his Digital Signature to various forms / statements. Due care has to be taken that such digital signature is attached only by the PCS himself. It would be the exclusive duty and obligation of PCS to prevent any unauthorized use of his Digital signature. PCS is not expected to part with the password of his Digital signature. In view of the above clause, the Senior Partner of the firm in the given case is guilty of professional misconduct and cannot authorise his junior to sign the compliance certificate.