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April 23, 2021

ICSI Guidance to members in practice to carry out Professional Assignments

by Admin in Corporate Law

ICSI Guidance to members in practice to carry out Professional Assignments

Institute of Company Secretaries of India

Dear Professional Colleague,

Practising Company Secretaries (hereinafter referred to as `PCS’) have been diligently providing services by conducting Audits, Compliance checks and issuing Report, Certifications. As you are aware that COVID-19 has posed challenges in physical verification of documents, the Institute considering the restrictions imposed to contain the pandemic last year, proactively issued guidance to members for the smooth conduct of their audit and other assignment(s)while executing their professional assignment(s).

In continuation, taking cognizance of the second wave of COVID -19 pandemic, it has been considered by the PCS Committee of the ICSI in its meeting held on April 12, 2021 to issue the following guidance for the smooth conduct of the audit and other assignment(s)undertaken by the PCS:

1. PCS may sign/authenticate/attest any return, report, certificate, opinion or other document electronically, i.e., by using his/her Digital Signature Certificate(DSC) instead of physical signature, in accordance with the relevant provisions of Information Technology Act, 2000 in such manner as may be prescribed by the Central Government from time to time. However, PCS needs to ensure compliance with all the requirements relating to signature prescribed in the relevant law for the purpose of which the signature is being done and also the requirement to mention UDIN as prescribed by the Institute.

2. PCS to ensure that the digital signature contains the date and time stamp and other relevant properties and in that case individual or firm seal/stamp need not be affixed.

3. PCS shall adhere to non-disclosure /confidentiality norms for data access, wherever requested.

4. PCS may carry on the Secretarial Audit and other assignments by using appropriate Information Technology tools like virtual data sharing by way of data room or cloud based servers, remote desktop access tools etc. to access relevant documents and records to complete the assignments.

5. PCS may obtain electronically signed extracts of minutes or other relevant records/documents, for the purpose of their records, wherever required.

6. PCS may conduct meetings with their clients through video conferencing (VC) or other audio-visual means (OAVM), wherever necessary.

7. PCS are expected to adhere to best professional standards and practices and the follow the relevant law in true letter and spirit while carrying out their professional assignments.

8. PCS may suitably mention about the facts and prevailing circumstances which has impacted the verification of documents and records, wherever necessary. For this purpose, indicative draft of the disclosure, which may be suitably incorporated in the Returns / Reports / Certificates / Opinion or other document, as the case may be, is as follows :

“We have conducted online verification & examination of records, as facilitated by the Company, due to Covid 19 and subsequent lockdown situation (wherever Applicable) for the purpose of issuing this Report/ certification / Document (as applicable)”

9. PCS are requested to strictly comply with the instructions and directions issued by Central Government and concerned State Governments/Union Territories/District Administration from time to time including social distancing norms for containment of COVID-19 pandemic in India while conducting the audit and other assignments.

CS Manish Gupta | Chairman, PCS Committee
CS Nagendra D. Rao | President 

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