Attestation by a practising Company Secretary on the certificate or any other document is the mark of authenticity of that document. But the cases of counterfeiting the CS signatures for the purpose of misleading the authorities are consistently increasing. To dismiss this counterfeiting done by some unscrupulous individuals, ICSI has adopted the idea of Unique Document Identification Number (UDIN). UDIN is a unique identification number generated for every document attested by the practising Company Secretary.

The council of ICSI has issued some guidelines under the name of the Unique Document Identification Number (UDIN) Guidelines, 2019.

Intentions behind issuing UDIN for approval of documents

• Help protect the trust of the stakeholders related to the authenticity of the documents. Enable them to easily verify the documents
• Prevent forging of signatures by some uncouples individuals
• Comfort in maintaining Register of Attestation/Certification services extended by the practising CS
• Ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of certification/attestation services

When is UDIN generated?

UDIN is generated under the following circumstances:

1. While Certifying Annual Return in Form MGT-8 under Section 92(2) of the Companies Act, 2013 and Rule 11(2) of the Companies (Management and Administration) Rules, 2014.

2. While issuing the Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013.
3. While issuing Secretarial Audit Report to material unlisted subsidiaries for listed companies (whose equity shares are listed) under Regulation 24A of SEBI (LODR) Regulations, 2015.

4. While issuing Annual Secretarial Compliance Report to Listed entities (whose equity shares are listed) under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019.

5. While issuing the certificate as per SEBI guidelines (Listing Obligations & Disclosure Requirements) Regulations, 2015 stating that none of the board directors working in the company are debarred or disqualified from practicing their duties as directors of companies by the Board/Ministry of Corporate Affairs (MCA) or any such statutory authority under Schedule V, Part C, Clause(10) (i).

6. While certifying under Regulation 40(9) of SEBI (LODR), 2015 stating that all certificates are issued within thirty days starting from the date of lodgement for transfer, sub- span>division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

7. While conducting the Internal Audit of the Operations performed by Participant entities registered with NSDL and CDSL under the Bye-Laws issued by NSDL and CDSL.

8. While issuing the certification under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for Reconciliation of Share Capital Audit.

9. Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana.

10. Application reporting for Banks in case of multiple banking or club lending arrangements under the circular issued by RBI.

11. Conduct of Internal Audit of the stock brokers / sub brokers under SEBI Circular no. MIRSD/ DPSIII/ Cir-26/ 08 dated 22nd August 2008.

12. MRD/DMS/Cir-29/2008 dated 21st October 2008. Issuing a Certificate in case the Indian company is accepting any investment from a foreign investor, thereby confirming compliance of Companies Act, 2013 and other matters

To be Noted: Apart from ones listed above, the Company Secretary may use UDIN to authenticate any other document (if needed).

UDIN Updates

UDIN will be applied to any certificate/document at the time of signing by a practising Company Secretary for its authentication along with the COP. The practice of applying UDIN for certification/attestation with respect to services mentioned under sub-clause (i) to (xii) of Clause 3 will become mandatory from 1 October 2019. However the needful is recommended with immediate effect.

Details of UDIN generated by a practising member for attestation during a FY shall automatically get filled in the application form for renewing Certificate of Practice. However, for Financial Year 2020-21 the details of UDIN generated by a practising member for six months starting from 1 October 2019, shall get auto-filled in the form for renewal of COP, and the data for rest of the six months till 30 September 2019, shall be filled in the form by the practicing member on his own. Non-adherence to the guidelines shall be considered as an offence and will hold members liable for the action under the Company Secretaries Act, 1980.