Company secretary compliance circular challenged for modifying statutory requirements, with alternative exemption under Companies Act considered.

The circular was challenged on the ground that it purported to alter the proviso to section 383A of the Companies Act, 1956 by stating that a company employing a whole-time company secretary need not obtain a compliance certificate from a practising company secretary. The respondents maintained that the circular merely removed an anomaly and reflected legislative intent, while also suggesting that a general exemption notification under section 637A could be considered as an alternative. No final adjudication on the validity of the circular was recorded, as time was sought for instructions and the matter was directed to be listed on the next date.

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Issues: Whether the impugned circular could validly clarify that a company employing a whole-time company secretary was not required to obtain a compliance certificate from a company secretary in practice under the proviso to section 383A of the Companies Act, 1956; and whether the respondents should instead consider a general exemption notification under section 637A of the Companies Act, 1956.

Analysis: The validity of the circular was questioned on the footing that it appeared to modify the proviso to section 383A. The respondents took the position that the circular merely corrected an anomaly and reflected the legislative intent, and that a general exemption under section 637A was an alternative course.

Outcome: No final adjudication was recorded on the challenge. Time was sought by the respondent to obtain instructions, and the matter was directed to be taken up on the next date.

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