SS is a practising company secretary and partner of SS & Associates (PCS firm) having experience of more than 15 years. K is her employee who is also company secretary and working with them from the past 5 years. SS

Rule: As per Clause 11 of (Professional misconduct in relation to Company Secretaries in Practice) (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 any, "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." Analysis: It is not permissible for a Company Secretary in Practice (PCS) 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. If a document has to be certified by SS (Company Secretary in Practice) herself. It is not possible to have the certification done by the K irrespective of the fact that he is an employee who has been associated with the checking up of various details furnished in the Annual Return. Conclusion: 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. Hence it is the Professional misconduct done by SS under Clause 11 of Part I of First Schedule to the Company Secretaries Act, 1980. Purpose: 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. Due care: 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.