1. Certificates Under the Companies Act, 2013

1.1 Certificate of Incorporation
•    Legal Basis: Section 7 of the Companies Act, 2013
•    Purpose: Issued to confirm the registration of a company with the Registrar of Companies (RoC) after the incorporation process is completed.
1.2 Certificate of Commencement of Business
•    Legal Basis: Section 10A of the Companies Act, 2013 (for public companies)
•    Purpose: Required for a public company to begin business operations after obtaining a certificate from the RoC confirming that the company has received the minimum paid-up capital.
1.3 Certificate of Payment of Dividend
•    Legal Basis: Section 123 of the Companies Act, 2013
•    Purpose: Certifies that the company has complied with provisions related to the declaration and payment of dividends, ensuring the company has sufficient profits and reserves.
1.4 Certificate for Share Transfer
•    Legal Basis: Section 56 of the Companies Act, 2013
•    Purpose: Confirms that the share transfer process complies with the company's Articles of Association and relevant provisions of the Companies Act.
1.5 Certificate of Compliance (Section 383A)
•    Legal Basis: Section 383A of the Companies Act, 2013
•    Purpose: A certificate that confirms the compliance of a company with the provisions of the Companies Act, 2013, including statutory filings and governance.
1.6 Certificate for Filing Annual Return (MGT-7)
•    Legal Basis: Section 92 of the Companies Act, 2013
•    Purpose: Verifies that the company has filed its annual return with the Registrar of Companies and complied with disclosure requirements.
1.7 Certificate of Alteration of Memorandum and Articles of Association
•    Legal Basis: Section 13 and Section 14 of the Companies Act, 2013
•    Purpose: Certifies that the alteration of a company’s MOA (Memorandum of Association) and AOA (Articles of Association) is in compliance with legal requirements.
 

2. Certificates Under the Securities and Exchange Board of India (SEBI) Regulations

2.1 Compliance Certificate for Listing of Shares
•    Legal Basis: Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
•    Purpose: Confirms that the company’s share transfer and related procedures comply with SEBI regulations.
2.2 Secretarial Audit Report
•    Legal Basis: Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
•    Purpose: A mandatory annual report issued by a Company Secretary for listed companies to ensure compliance with corporate governance and SEBI regulations.
2.3 Certificate for Non-Compliance of Takeover Regulations
•    Legal Basis: Regulation 33 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
•    Purpose: Certifies that there has been no violation or non-compliance with the SEBI Takeover Regulations in terms of acquisition and takeover of shares.
 

3. Certificates Under the Income Tax Act, 1961
 

3.1 Certificate for Deduction of Tax at Source (TDS)
•    Legal Basis: Section 203 of the Income Tax Act, 1961
•    Purpose: Certifies the deduction of Tax at Source (TDS) by a company on payments made to vendors, contractors, employees, etc.
3.2 Certificate for Tax Audit Compliance
•    Legal Basis: Section 44AB of the Income Tax Act, 1961
•    Purpose: Issued by a Company Secretary or chartered accountant to confirm that the company’s tax audit has been conducted in compliance with the provisions of the Income Tax Act.
3.3 Certificate for Corporate Tax Compliance
•    Legal Basis: Section 139 and Section 143 of the Income Tax Act, 1961
•    Purpose: A Company Secretary ensures that a company’s tax filings, such as the Income Tax Return (ITR), are in compliance with the requirements of the Income Tax Act.
 

4. Certificates Under the Foreign Exchange Management Act (FEMA), 1999

4.1 Certificate for Foreign Direct Investment (FDI) Compliance
•    Legal Basis: Section 6 of the Foreign Exchange Management Act, 1999
•    Purpose: A Company Secretary certifies the receipt of Foreign Direct Investment (FDI) and ensures compliance with FEMA guidelines.
4.2 Certificate for Overseas Investment
•    Legal Basis: Section 6 of the Foreign Exchange Management Act, 1999
•    Purpose: Certifies that a company’s investment in overseas entities or foreign assets complies with FEMA regulations.
 

5. Certificates Under the Insolvency and Bankruptcy Code (IBC), 2016

5.1 Certificate of Resolution Plan Compliance
•    Legal Basis: Section 30(4) of the Insolvency and Bankruptcy Code (IBC), 2016
•    Purpose: A Company Secretary certifies that a company’s resolution plan complies with the requirements under the Insolvency and Bankruptcy Code (IBC).
5.2 Certificate of Liquidation Compliance
•    Legal Basis: Section 34 of the Insolvency and Bankruptcy Code (IBC), 2016
•    Purpose: Confirms that the liquidation process of a company has been completed in accordance with IBC provisions.
 

6. Certificates Under the Limited Liability Partnership (LLP) Act, 2008

6.1 Certificate of Incorporation of LLP
•    Legal Basis: Section 11 of the Limited Liability Partnership (LLP) Act, 2008
•    Purpose: Issued to certify the incorporation of an LLP (Limited Liability Partnership) once it is registered with the Registrar of LLPs.
6.2 Certificate for Annual Filing (LLP Form 11)
•    Legal Basis: Section 35 of the LLP Act, 2008
•    Purpose: Confirms that the annual filing of the LLP's returns with the Registrar of Companies has been completed and is in compliance with the LLP Act.
 

7. Certificates Under the Real Estate (Regulation and Development) Act, 2016 (RERA)

7.1 Certificate of Registration Under RERA
•    Legal Basis: Section 3 of the Real Estate (Regulation and Development) Act, 2016
•    Purpose: Issued to real estate developers and agents certifying their compliance with RERA requirements, including registration of their projects.
7.2 Certificate of Legal Compliance for Real Estate Projects
•    Legal Basis: Section 14 of the RERA Act
•    Purpose: Certifies that the real estate project complies with the RERA regulations, including project approvals, titles, and other legal formalities.
 

Conclusion

A Company Secretary (CS) plays a crucial role in ensuring that a company adheres to the various statutory and legal requirements in India. The mandatory certificates issued by the CS help ensure that companies comply with the Companies Act, 2013, SEBI regulations, Income Tax Act, FEMA, Insolvency Code, and several other laws that govern business operations in India.
These certificates are essential for maintaining corporate governance, transparency, and legal compliance, and companies should ensure that all required certifications are issued in a timely and accurate manner to avoid penalties and legal consequences.