Company Secretary (CS)
Course:Company Secretary (CS)
Eligibility: Class 12/ Graduation
Institute & Professional Council: Institute of Company Secretaries of India (ICSI)
Minimum duration:2 1/2 years (after graduation), 3 1/2 years (after Class 12)
Exams:Conducted in June and December every year for all three levels
Fees:Rs 25,000 (including registration, examination and computer training)
IN some sense the Company Secretary is a like priest for the company, says Prof. T. Joseph, a visiting professor of corporate secretaryship at Alagappa University. The CS keeps the records, sets up the contours for the deliberations of board and ensures regulatory compliance with respect to all the decisions.
He is the eyes and ears of the board, ensuring that the company remains within the right side of the law, concludes Prof. Joseph. A tough, but exceptionally rewarding profession. With more and more companies increasingly being listed on the stock exchange today, managements need to ensure greater transparency while adhering to high standards of responsibility. This becomes even more relevant in the light of the recent Satyam saga.
“A robust system of compliance management as well as following the best global practices of corporate governance is a must for a corporate entity today. This is where the company secretary steps in,” says NK Jain, Secretary and CEO, Institute of Company Secretaries of India, ICSI. Termed as governance professionals, Company Secretaries are considered competent to provide sound advice on corporate, legal, secretarial, administrative and even tax related matters within a company.
A freshly recruited CS gets direct access to the who’s who including the board of directors from Day 1, while most others need to climb up the hierarchy through several years in the organisation. “Thus, company secretaries are rightly referred to as Parachute professionals”, says Pavan Kumar Vijay, Managing Director, Corporate Professionals India, a Delhi-based firm that specialises in providing complete solutions to corporate firms.
The CS, the principal officer of the company, has a thorough understanding of management and law and acts as a point of communication between the board of directors and company shareholders, reporting in a timely and accurate manner on company procedure. They need to ensure the compliance of their organisation in financial and legal practices, plus issues of corporate governance. Guiding and advising the management on legal aspects of business areas like production, sales, marketing and administration is also a part of the job.
Traits and work ethic
Curiosity and an eagerness to understand, analyse and interpret complex and technical legal issues is a must. A general interest in economics, business and finance, is a plus. The work involves multi-tasking a lot on a daily basis, hence you must be disciplined, organised, and efficient in time management. Since new laws keep coming into effect, one needs to constantly stay updated as in any other field. An excellent command over English, both written and oral is also very important.
Mix of theory and practicals
The postal course is exclusively offered by the ICSI, a statutory body recognised by the Government of India to regulate the profession. Students need to clear 3 levels of examinations along with 16 months of practical training, on completion of which they are enrolled as an Associate member of the Institute and designated as Associate Company Secretary (ACS).
“One needs to be disciplined and be efficient at time management to crack the exams,” says Jyoti Sachdeva, Assistant manager - Legal and Secretarial, Cybermedia India Ltd., Gurgaon. Although laws form a major chunk of the course, they are centered on managing the affairs of a company, such as company laws, economy and labour laws.
Learn on the job
After clearing the Executive/Professional Programme, students must undergo 15 months of practical training in a company or under a practising company secretary during which they are paid a stipend ranging from Rs. 6000-10,000 per month. They are sponsored by the institute for the same. “Prospective employers prefer candidates with good drafting skills and subject knowledge,” says Pavan Kumar Vijay, whose company employs at least 20 trainees every year.
There is also a 15-day practical training with Registrar of Companies, Stock Exchange, financial or banking institutions. Although business communication is taught as a part of the course and training is conducted by the institute, some feel that there should be additional impetus on the development of communication skills, since they are crucial for the job.
Class 12 pass
Needs to be completed within 3 years of registration
1. English and Business Communication
2. Economics and Statistics
3. Financial Accounting
4. Elements of Business Law and Management
Clear Foundation Programme/ Graduates from all disciplines except Fine Arts can directly enrol
Needs to be completed within 5 years of registration for the Executive Programme
1.General and Commercial laws
2. Company Accounts, Cost and Management Accounting
3. Tax laws
1. Company Laws
2. Economic and Labour Laws
3.Securities Laws Compliances
Cleared Executive Programme
Needs to be completed within 5 years of registration for the Executive Programme
1.Company Secretarial Practice
2.Drafting, Appearances and Pleadings
1.Financial, Treasury and Forex Management
2.Corporate restructuring and insolvency
1.Strategic Management, Alliances and
2. Advance Tax Laws and Practices
1.Due Diligence and Corporate Compliance Management
2. Governance, Business Ethics and Sustainability
Power plus responsibility
The crucial role that a CS plays in a company can be gauged by the fact that the Companies Bill 2009 equates his or her position to the level of CEO and CFO of the company, which involves a huge responsibility.
“Earlier the role of the CS was to conduct board meetings, check balance sheets and to monitor all secretarial works such as filing of returns and maintenance of records,” says Nitesh Kumar Jha, Company Secretary with Mohan Meakins, Mumbai. In companies where the legal and secretarial departments are separate, the role of a CS is more secretarial in nature, but today most of the companies club both the departments.
A company secretary’s job profile today would typically encompass corporate restructuring, formulating corporate policies, managing public issues, mergers and acquisitions, joint ventures within and outside India, to name a few. “They also act as the confidants of the board of directors and liaison with government departments,” says Ranjit Panday.
They even foray into capital markets and financial services industry. The job comes with a lot of commitment to ethics since they deal with a lot of confidential information crucial to the company. “If a CS has to dispense some advice, the top management will take time out to listen, such is the credibility and reputation,” adds Rajat Sharma, CS at Vatika Group, Gurgaon.
A qualified CS can either be employed by a company or can start his or her own practice. According to Section 383A, Companies Act 1956, it is mandatory for companies with a paid-up share capital of Rs. 5 crores or more to appoint a CS. Any organisation whose affairs are conducted by boards, councils or other corporate structures; companies seeking listing on stock exchange; central government law services; finance, law, accounts and merchant banking divisions of nationalised banks, as well as public sector companies would employ the services of a CS. “Listed companies, though, rank higher on priority for qualified CS’ looking for a job,” says Ranjit Pandey, a Delhi-based practitioner.
Independent practitioners require a certificate from ICSI (after having qualified as a company secretary). They can then issue compliance certificates to companies (with a paid up share capital between Rs. 10 lakhs to Rs. 5 crores) and undertake diligence report for banks etc. They can also be employed by small firms on a retainership for professional advice and support on issues such as licenses, registrations, loans, taxes and partnership deeds.
Opportunities exist abroad as well. The ICSI has signed an MoU with Institute of Chartered secretaries and Administrators (ICSA), UK as a part of which ICSI members with more than two years of work experience are exempted from passing 14 out of 17 papers of ICSA.
Career growth and money talk
Typically, the designation within an organisation is Company Secretary or Assistant Company Secretary. “Depending on the internal hierarchy of the organisation, you could start with at least Senior Executive or Assistant Manager,” elaborates Ravinder Saini, Company Secretary at Birlasoft, Delhi. With experience you can rise up to the post of Executive Director or Vice President of a company.
A fresher could start with a salary of 20,000-30,000 per month. Salary packages however vary, depending on individual capabilities and the sector one is employed in, opine those in the profession. Although the regular course does not offer any specializations as such, one can specialise in corporate governance as a part of a post membership course offered by ICSI. On the job, one can specialise in SEBI laws, cyber laws, taxation etc., adds Nitesh.
According to ICSI, close to 1.5 lakh students are enrolled with the Institute under various courses. However, since the inception of the course, the institute can only boast of a little more than 25,000 CS’ till date. Vinay Khanvalkar, President of ICSI, says, “There needs to be more awareness amongst companies on recruiting these personnel given the varied skills and knowledge they bring onto the table.”
A change is already on the anvil. Small and medium enterprises are today looking at expanding their operations and employing the services of a CS. “The role of a CS is going to get more roots in the times to come with them being involved in formulating strategy sitting with the board,” concludes NK Jain.
|"The CS is more fearless"|
NK Jain, Secretary and CEO, ICSI
|Around 25 years back ,when Corporate Social responsibility (CSR) and Corporate governance were little known concepts, CS was more of a legal requirement. Today, a CS is part of a team, which provides solutions and adds value to the corporation. |
The CS is more fearless and forthright in advising the board on the gaps and roadmaps to achieve a particular target.
Promoters are encouraging dissent, as opposed to earlier times when they were reluctant to accept a fault and the CS was hesitant to point it out. Companies are increasingly aware that if they are noncompliant with various rules and regulations they will have to face the legal remification