Board Resolution for Noting of Compliance Certificate (Format)

Under the Companies Act, 2013, the requirement of compliance certificate which was there under the erstwhile companies act, has been replaced with secretarial audit report which is required to be annexed to the Board's Report in Form No MR.3 by every listed company and certain classes of companies as prescribed under rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (refer: section 204)

The companies, who are neither required to appoint a company secretary nor required to mandatorily obtain a secretarial audit report from a company secretary in practice, can request a company secretary in practice to carry out a due diligence for the financial year and provide a compliance certificate. This is considered to be a good governance practice.

Templates of Board Resolution for Noting of Compliance Certificate —

SAMPLE #1

# To take note of the Compliance Certificate for the financial year 20XX-XX

"RESOLVED THAT the Compliance Certificate for the financial year 20XX-XX issued by the Secretarial Auditor of the company be and is hereby noted.

RESOLVED FURTHER THAT the Managing Director be and is hereby authorised to do all such acts and deeds as may be necessary and advised by the Secretarial Auditor for ensuring timely compliance of provisions under the Companies Act, 2013 and rules framed thereunder, including any amendments thereto from time to time."

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SAMPLE #2

# To take note of the Compliance Certificate issued by PCS

"RESOLVED THAT the Compliance Certificate of the company issued by the M/s. ...................... & Associates, Practising Company Secretaries (Firm Regn. No. ......................) for the financial year 20XX-XX be and is hereby noted and taken on record."

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SAMPLE #3

# To take note of the Compliance Certificate for 20XX-XX

"RESOLVED THAT the Compliance Certificate of the Company for the financial year 20XX-XX issued by the M/s. ........................... & Co., Practising Company Secretaries (Regn. No. ......................) as tabled before the Board in the meeting, be and is hereby noted.

FURTHER RESOLVED THAT the Company Secretary be and is hereby advised to ensure timely compliance of provisions under the Companies Act, 2013 and rules made thereunder."



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.