Company Secretary

What is a Company Secretary ?

If you are endowed with legal aptitude, analytical skill, tact, ability to keep official secrets, and sheer will to win through hard work – then a career as Company Secretary could be your line. The functions of a Company Secretary are spread across management, finance, tax, corporate planning, and legal affairs. They have to ensure statutory compliance of the company with requirements on different fronts. Some of the challenging aspects of a Company Secretary’s work is raising fresh capital for the company and ensuring compliance with procedures as well as interacting with the Directors of the Company.

Company Secretaries have been recognised by various enactments as one of the principal officers of Companies. They act as legal representatives of companies. The knowledge and training acquired by them make them versatile enough to carry out various functions in the fields of Finance, Accounts, Legal Administration and Personnel, in addition to their own responsibilities. Companies having a paid-up share capital of Rs. 2 crore or more are statutorily required to appoint a full time company secretary (Section 383 – A of the Company’s Act, 1956) who must be a member of the Institute of Company Secretaries of India (ICSI), a professional body constituted under the Company Secretaries Act, 1980. Moreover, the enactment of the Companies Amendment Act 2000 makes it mandatory for companies which have a paid up capital of Rs. 10 lakh or more to file with the Registrar, a compliance certificate signed by a CS, thus opening more avenues for company secretaries. All companies which seek listing on the National Stock Exchange (NSE/Bombay Stock Exchange (BSE) require to have full time CS.

Their diverse portfolio includes the administration of company business which demands skills and expertise in organisation, law and finance.

 

What do I have to do ?

The work may be divided into three parts  :

Legal Duties : It is the Company Secretary’s responsibility to see that the company complies with statutory legislation and its own articles. Company Secretaries must therefore, understand the relevant aspects of law, keep up with changes and be familiar with any legislation affecting the company and its business. This includes international legislation of a company, exports or operations overseas. They are legally liable and responsible for receiving correspondence addressed to the company and for signing documents on the company’s behalf.

Confidante of the Board of Directors : Company Secretaries arrange meetings of the Board of Directors and of other committees holding powers delegated by the Board. They prepare and circulate agendas, take minutes at meetings and advise board members on questions of company law and practice. The Company Secretary is the link between the share holders and management and convenes annual general meetings.

General Administrative Duties : Most Company Secretaries have accountancy and financial responsibilities, the preparation of bills and invoices, monthly statements, share transfers, profit forecasts etc. Some Company Secretaries administer the pension fund, help with staff recruitment and training and deal with company owned property. The effective use of computers enhances efficiency and the level of service to share holders. In general, Company Secretaries are an organisation’s experts, who advise and provide information and know where to obtain information they do not possess !

Company Secretaries must have outstanding organizational ability alongwith the knack to deal with a number of problems at the same time. They have to understand complex and technical issues and present information in a clear unbiased manner so an excellent command of written and spoken English is essential. They should also have knowledge of the company, innovation and flexibility, discretion and tact. The accountancy side of the work calls for competence with figures. Interest in law is vital and effective coordination skills are also necessary as a Company Secretary monitors the pulse of an organisation’s activities.

What should I study ?

The Institute of Company Secretaries of India (ICSI) ‘ICSI House’ 22, Institutional Area, Lodi Road, New Delhi – 110 003 develops and regulates the profession of Company Secretaries in India. It registers students, imparts training through distance education as well as optional oral classes and conducts examinations.

The steps to becoming a Company Secretary :

1. Enroll and qualify in the Foundation Examination and Intermediate Examination. Students who have passed the Senior Secondary or equivalent examination can appear for the Foundation Course. Graduates are exempted from the Foundation Examination. One has to enroll at least 8 months in advance to be eligible for appearing for the foundation or intermediate course. Students from any discipline except fine arts can opt for the CS programme.
2. CS INTERMEDIATE COURSE

Eligibility:

  • CS Foundation Pass
  • Arts, Science, Commerce/Non-Commerce Graduates, (excluding Fine Arts) are eligible for registration
  • Candidates should not be less than 17 years of age
  • Candidates possessing any of the following qualifications are exempted  from passing the Foundation Examination:

–       A degree or master’s degree in Corporate Secretaryship or Commerce

–     Pass in the Final examination of ICWAI or ICAI or any other Accountancy Institution in India or abroad recognized as equivalent

–    A degree or master’s degree in any discipline other than Fine Arts

 

A student is admitted to the Final examination only after a minimum period of nine calendar months since passing the Intermediate examination. The admission to the course is open throughout the year and the examinations are held twice a year in June and December. ICSI has 65 examination centres all over India and has one in Dubai as well. Students must undergo compulsory postal tuition. Regional Councils/Chapters conduct Oral Coaching for students which is optional. Study material is provided at the time of admission

The curriculum has been revised and covers topics like English and business communication, basic economics and business environment, financial accounting, general and commercial laws, company accounts and cost and management accounting, management information systems, company law, labour and industrial laws, corporate re-structuring, secretarial practice relating to economic laws, banking and insurance, World Trade Organization, International trade, joint ventures and foreign collaborations, human resource management, and industrial relations.

After passing the final examination, you may enroll as “Licentiate ICSI” until the practical training requirements are fulfilled.

What are the prospects ?

India is witnessing phenomenal growth and expansion in the corporate sector resulting from its exposure to industrialisation. The growing demand for specialists in almost every sphere of the corporate sector has led to emergence of professionals who can perform specialized skills with near perfection in their respective fields.

Employment opportunities exist in Business houses, firms, financial institutions, stock exchanges, company law boards and government departments. The unavailability of skilled professionals in areas like FEMA, SEBI, banking, labour and taxation has led to the demand for qualified company secretaries. Intellectual Property Rights is another area which comes under the jurisdiction of a CS.

Membership of the Institute of Company Secretaries has been recognised by the Ministry of Education, Government of India, for appointment to superior posts and services under the Central Government. It is also one of the essential qualifications for recruitment to Grades I to IV in the Accounts Branch of the Central Company Law Service of Department of Company Affairs. The Indian Banks Association has also recommended to banks to consider appointment of company secretaries as specialists in the fields of Finance, Accounts, Law and Merchant Banking.

Almost every kind of organisation whose affairs are conducted by boards / councils and other corporate structures, be it company, cooperative society, trust society, associational, federation authority, commission, board or the like, finds it useful to appoint a person who holds the qualification of Company Secretary in key administrative positions. A combination of experience and expertise can lead to appointment at top level positions like chairman, directors and managing director, in reputed organisations. Some private companies that hire Company Secretaries are : Aditya Birla group, Bajaj, Godrej group, Infosys, Larson and Toubro, Reliance Industries etc. Salaries range from Rs. 25,000/- to Rs. 75,000/- per month, depending on your expertise and experience. Company Secretary’s with 4-5 years of experience can earn Rs. 25 lakh to Rs. 1 crore per annum in large corporate houses, or multi national companies.

The Department of Public Enterprises, Government of India, State Governments, Stock Exchanges, Nationalised Banks include names of senior company secretaries on their panel for appointment as directors in public sector companies or as members of advisory committees. Senior members have become Chairmen, Managing Directors, whole-time Directors in many companies.

Company Secretaryship has been recognised by some universities in India for the purpose of admission to the Ph.D. course. A few universities have also recgonised the company secretaries qualification for the purpose of appointment as lecturers. Many professional institutes and educational bodies also consider utilisation of the services of company secretaries on full time or part time basis for academic or research assignments in the fields of accountancy, law or management as very useful.

They can also be self employed as share transfer agents, share Stock Broker or consultant to a company with regard to registering, presenting and verifying documents.

 

Where should I study ?

The Company Secretary course is conducted by the ICSI.

ADDRESS  : ICSI House, 22 Institutional Area, Lodhi Road, New Delhi – 110 003. Website : www.icsi.edu

(Regional offices – Delhi, Calcutta, Chennai and Mumbai. Also 45 chapters and 24 satellite chapters located in various cities all over India.)

Addresses of regional offices :

  1. Eastern region : 3-A, Ahiripukur, 1st Lane, Kolkata – 700019
  2. Northern region : ICSINIRC Building, Plot No. 4, Institutional Area, Prasad Nagar, New Delhi – 110005
  3. Southern region : No. 4, Wheatcrofts Road, Nungambakkam, Chennai – 600034
  4. Western region : No. 13, Jolly Maker Chambers No. II (1st Floor) Nariman Point, Mumbai – 400021

Indira Gandhi National Open University offers a special B.Com programme with a major in corporate affairs and administration and M.Com in Business policy and communication for ICSI students and members.