Certification of MCA E-Forms by a Practising Company Secretary

Many forms filed with the Ministry of Corporate Affairs carry a second signature besides that of the company’s director: the certificate of a professional in whole-time practice. That professional, a Practising Company Secretary (PCS), a Chartered Accountant or a Cost Accountant in practice, confirms that the form and its attachments have been checked against the company’s records and the law. This is usually called pre-certification of an e-form.

This article explains what pre-certification involves, which forms commonly need it, the certificates that only a Practising Company Secretary can give, and the responsibility that comes with the signature.

What does a PCS actually certify?

The certification at the end of an e-form is a statement by the professional that the particulars in the form are true and correct and that the required documents have been verified. In practice, before signing, the professional checks:

• The board or shareholder resolution approving the action, and the minutes recording it
• That notice, quorum and voting requirements for the meeting were met
• That the form is filed within the time allowed, or that the additional fee for delay has been worked out correctly
• That attachments are complete, legible and match the original documents
• That the figures and particulars match the statutory registers and earlier filings on the MCA portal
• Any approvals needed from other authorities, where the law requires them

The certificate is given with the professional’s digital signature, membership number and certificate of practice number, so responsibility for it is personal.

Forms that commonly need professional certification

Whether a form needs certification is stated in the declaration section of the form itself. The common ones are:

Form	Purpose
SPICe+ (INC-32)	Incorporation of a company
INC-20A	Declaration of commencement of business
INC-22	Notice of situation or change of registered office
DIR-12	Appointment, resignation or change of directors and KMP
MGT-14	Filing of special and certain board resolutions
PAS-3	Return of allotment of shares
SH-7	Alteration of share capital
CHG-1	Creation or modification of a charge
AOC-4	Filing of financial statements
MGT-7	Annual return (certified in Form MGT-8 where the thresholds below apply)

For limited liability partnerships, several LLP forms similarly carry a certificate by a practising professional. Forms such as ADT-1 or DIR-3 KYC are generally filed with the company’s or director’s own signature.

Certificates only a Practising Company Secretary can give

Some certificates and reports under company law are reserved for Company Secretaries in practice:

• MGT-8: certification of the annual return of a listed company, or a company with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more
• Signing of the annual return where the company does not have a whole-time Company Secretary, in the cases required by Section 92
• MR-3: the secretarial audit report under Section 204, for listed companies and companies above the prescribed thresholds
• Certificates required of listed companies under SEBI regulations, such as the annual secretarial compliance report and the certificate on non-disqualification of directors

See audit queries and observations for how secretarial audit observations are handled.

The responsibility behind the signature

A certificate on an e-form is not a formality. Where a form or its attachments contain a false statement, Sections 448 and 449 of the Companies Act, 2013 provide for penal action against the person who made or certified it. The professional is also answerable to the ICSI, ICAI or ICMAI, as the case may be, for professional misconduct.

For this reason, a certifying professional will ask for the original documents and working records, and may decline to certify where they are incomplete. For the company, the benefit is that errors are caught before filing rather than after, when correcting them is slower and more costly. See rectifying mistakes in ROC filings and common reasons for MCA rejections.

What the company should keep ready

• Signed minutes and resolutions for the action being filed
• Notices of meetings and attendance records
• Statutory registers, updated for the change
• Supporting documents such as consent letters, valuation reports, agreements or charge documents
• Digital signatures of the director signing the form, valid and registered on the MCA portal

Frequently asked questions

What is PCS certification?

It is the certificate given by a Company Secretary in whole-time practice on an MCA form, or a report such as MGT-8 or MR-3, confirming that the particulars have been verified against the records and the law.

Can a Chartered Accountant certify the same forms?

For most e-forms that need pre-certification, a Chartered Accountant or Cost Accountant in practice may certify as well. Certificates such as MGT-8 and the secretarial audit report MR-3 are specific to Company Secretaries in practice.

Can a company file a form without certification?

Only where the form does not require it. Where certification is required, the form cannot be submitted without the professional’s signature.

Does certification guarantee approval?

No. The Registrar may still raise queries, ask for resubmission or reject a form. Careful certification reduces that risk but does not remove it.

ചുരുക്കം (Summary in Malayalam)

MCA-യിൽ ഫയൽ ചെയ്യുന്ന പല ഫോമുകളിലും ഡയറക്ടറുടെ ഒപ്പിന് പുറമേ പ്രാക്ടീസ് ചെയ്യുന്ന കമ്പനി സെക്രട്ടറി, ചാർട്ടേഡ് അക്കൗണ്ടന്റ് അല്ലെങ്കിൽ കോസ്റ്റ് അക്കൗണ്ടന്റ് സർട്ടിഫൈ ചെയ്യണം. SPICe+, INC-20A, INC-22, DIR-12, MGT-14, PAS-3, SH-7, CHG-1, AOC-4 തുടങ്ങിയവ ഇതിൽപ്പെടും. MGT-8, സെക്രട്ടേറിയൽ ഓഡിറ്റ് റിപ്പോർട്ട് (MR-3) എന്നിവ പ്രാക്ടീസ് ചെയ്യുന്ന കമ്പനി സെക്രട്ടറിക്ക് മാത്രമേ നൽകാനാകൂ. തെറ്റായ സർട്ടിഫിക്കേഷന് സെക്ഷൻ 448, 449 പ്രകാരം നടപടിയും ഇൻസ്റ്റിറ്റ്യൂട്ടിന്റെ അച്ചടക്ക നടപടിയും ഉണ്ടാകാം. അതിനാൽ ഒറിജിനൽ രേഖകൾ പരിശോധിച്ച ശേഷമാണ് സർട്ടിഫൈ ചെയ്യുന്നത്.

This article gives a general overview of professional certification of MCA e-forms. Forms and their certification requirements are revised from time to time; for accurate and current requirements, refer to the Companies Act, 2013, the rules as amended and the instructions on the MCA portal. The article is not advice on any particular case.