AKDR Associates LLP, is an LLP of Practicing Company Secretaries (PCS). Anand, a PCS and a partner of the LLP is said to have committed the following mistakes: He has issued a certificate on Annual Return of a listed com

Clause 7 of Part I of Second Schedule of Companies Secretaries 1980, provides that a company secretary in practice shall be deemed to be guilty of professional misconduct if he does not exercise due diligence or is grossly negligent in the conduct of his professional duties. Clause (1) of Part II of Second Schedule of Companies Secretaries 1980, provides that a member of the Institute shall be guilty of professional misconduct if he contravenes any of the provisions of this Act or the regulations made thereunder or any guidelines issued by the Council. Based on the above clauses the mistakes may be assessed whether they constitute professional misconduct. Anand, a Company Secretary in Practice has certified Form MGT-8, (the certificate by PCS on Annual Return in Form MGT-7 u/s 92 of the Companies Act, 2013) showing that there was no transfer of shares during the year. Hence, this amount to professional misconduct. The respondent PCS has shown physical presence of two foreign nationals in the Board meeting of the company conducted in India which was factually incorrect as the foreign nationals were not present in India during that period. Thus, by falsely certifying that the two Directors holding British Passports have attended the Board Meeting in India in person constitute the professional misconduct. In the instant case, as the Company Secretary in Practice has certified the Annual Return in Form MGT-7 in which he has not shown any director under the foreign/NRI category which is factually incorrect as two of the directors of the company were actually British citizens holding British passports. A person holding British passport obviously is not an Indian Citizen. This amounts to gross negligence in performance of professional duties and hence a misconduct.