A Career as a Company Secretary not only offers a high degree of job satisfaction but is also financially rewarding and prestigious at the same time. A Company secretary has a crucial role in planning the objectives, strategies and policies of the company he works for. This article examines all the essentials that you need to know about the profession with special reference to the following:-
• Course details and duration
• Opportunities in employment
• Position in the company
• Option of going into practice
• Salary scale and job security
• Recognition and specializations
• Continuing education and professional advancement
• Opportunities abroad for CS
Course details and duration
The Institute of Company Secretaries of India (ICSI) is the only recognized professional body in India to develop and regulate the profession of Company Secretaries. The Institute of Company Secretaries of India awards the certificate of bestowing the designation of Company Secretary (CS) to a candidate qualifying for the membership of the Institute.
If you have good judgmental quality, legal aptitude, interest in current affairs and good administrative ability, then company secretary is an ideal career path for you. Other essential skills required for this job profile include good communication skills, a firm grounding in accountancy, secretarial practice and keen mind to learn new things.
Registration for the course can be done online at the institute’s website www.icsi.edu. The institute imparts education through the distance learning mode. Optionally, students may also avail the benefit of e-learning facilities which are available 24x7.
The students who would like to join the course after 10+2 pass or equivalent have to undergo three stages to pursue the Company Secretaries Course i.e.
• Foundation Programme
• Executive Programme
• Professional Programme
The students who would like to join the course after graduation have to undergo two stages of Company Secretaryship i.e.
• Executive Programme
• Professional Programme
The foundation Programme which is of eight months duration can be pursued by 10+2 pass or equivalent students of Arts, Science or Commerce stream (excluding fine arts). Executive Programme can be pursued by a graduate of all streams except fine arts, whereas the Professional Programme can be pursued only after clearing the Executive Programme. Admission to the CS course is open throughout the year. Examinations are held twice a year, in June & December.
There are 4 papers in the Foundation Programme, 7 papers in the Executive Programme (divided into 2 modules) and 9 papers in the Professional Programme (divided into 4 modules), including 1 elective subject. The subjects cover a wide range of topics including corporate and allied laws, taxation, accountancy, legal drafting, due diligence, corporate restructuring, governance and ethics, among others.
The fee structure for the CS Course is given below:
Rs.9000/- for Commerce Graduates / CPT passed of ICAI / Foundation passed of ICAI-CMA
Rs 10,000/- for Non Commerce Students
Rs 8,500/- for CS Foundation passed students
Besides the above, examination fee of Rs. 1200/- per module is required to be paid. Today, CS is one of the most cost-effective and well-recognized courses in the Indian education system, where paying a six-figure annual fee has almost become a norm!
The Institute also awards prizes and merit scholarships to its meritorious students. The Institute allows the facility to students to appear in the examination in English as well as in Hindi. A candidate is declared to have passed the Foundation / Executive / Professional examination, if he/she secures at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregate of all subjects. A student is required to complete the Executive and the Professional examination within the registration period of 5 years. However, on payment of requisite fees, the validity of registration may be extended for a further period subject to fulfilling the applicable guidelines.
Training is an important aspect of the company secretary course. As per the recently amended training structure, you will have to undergo a Management Skills Orientation Programme after the final level examination of the company secretary course. This will help in improving your communication and management skills and also help in personality development.
Furthermore, you will have to acquire practical training to obtain an Associate Membership of ICSI. The prescribed training period is as follows:
Three years on registration to Executive Programme; or
Two years after passing the Executive Programme; or
One year after passing the Professional Programme
This training is essential since it gives valuable insight into the working of the corporate sector and also provides practical exposure to industry standards. A nominal stipend is earned by the students for the duration of this training, which can be completed in companies sponsored by the ICSI or under the guidance of a practicing company secretary.
After passing the Professional Programme, a student may enrol as ‘Licentiate ICSI’ at his option until the completion of training requirements. Once you have successfully completed the professional programme along with the practical training you are admitted into the Institute as an Associate Company Secretary. Only members of the Institute are permitted to prefix the title ‘CS’ before their names.
Opportunities in employment
As a qualified company secretary, you can find good positions in the private sector as well as the public sector, banks and financial institutions. You can also look for openings in stock exchanges, the Department of Company Affairs, company law boards and various government departments. There is a statutory requirement for appointment of company secretaries in listed companies and certain other classes of companies.
Membership of the Institute is recognized for appointment to superior posts and services under Central Government. It is also recognized for recruitment from Grade I to Grade IV in the Accounts branch of the Indian Company Law Service. Almost every kind of organization whose affairs are conducted by boards, councils or other association, federation, authority, commission or the like, finds it useful to appoint a person who holds the qualification of CS in a key administrative position.
The training company secretaries receive, sets them apart from other professionals within a company. These candidates have good exposure to a wide spectrum of subjects such as law, accountancy, administration, secretarial practice and many others. This automatically qualifies them for a vast range of positions within a company from the very early days of their career.
As the position of a company secretary has steadily become critical to the smooth functioning of a corporate entity, so has the demand for this job profile. In this role, you not only hold a high position in the management hierarchy but your role is highly accountable both within and outside your organisation.
There is a notion among budding graduates that entry is easy and exit is tough in the CS course. No doubt, it is a long journey before you pass out of the institute but the end result is that you will be the head of department in a company, right from day one!
Company secretaries have immense knowledge of a wide variety of subjects. In this context, they can also take up the position of a lecturer or a visiting faculty in various academic establishments.
As seen above, this job profile provides both exciting career prospects coupled with innumerable challenging situations. All-in-all this position is in great demand in the job market and this trend is not going to slow down anywhere in the near future. As the Indian economy gets robust, company secretaries can steal the thunder by positioning themselves in the right seat.
Role in the company
The company secretary is an in-house legal expert and a compliance officer of the Company. He is an expert in corporate laws, securities laws & capital market and corporate governance. He is the chief advisor to the board of directors on best practices in corporate governance and is responsible for all regulatory compliances of company. He is known as a corporate planner and strategic manager. He has direct access to the top management and the board room.
Under the newly passed Companies Act, 2013, the Company Secretary has been aptly bracketed in the company’s ‘Key Managerial Personnel’.
A brief description of the significant roles and responsibilities of a company secretary ensues.
Company secretaries not only provide secretarial assistance to the board but also provide them with expert advice in many respects. They are an important component of a company’s managerial hierarchy, working in the capacity of the company registrar. As a legal advisor, they have to provide assistance to the company in case of any legal matter.
They also ensure that the company complies with the statutory and bureaucratic directives of corporate and securities laws. They play an important role in putting together both short term and long term corporate policies of the company. They also advise the company’s board when existing corporate policies are brought up for review from time-to-time.
In the capacity of the chief administrative officer, they have to monitor the general administrative activities of the company. They are responsible for the safekeeping of all legal and other confidential documents of the company.
They have to manage all aspects of corporate meetings be it board meetings, annual general meetings, interaction with important clients and vendors, meetings with government and private delegations. They may also have to take up the responsibility to manage corporate events and manage clients.
As an additional responsibility, company secretaries also have to keep a discerning eye on the expansion opportunities of the company. Further, they have to take care of collaborations, joint-ventures, mergers, takeovers within the country and outside.
Company secretaries act as a vital link between the board of directors and external entities such as shareholders, regulatory authorities and government bodies. They have to prepare detailed reports regarding company policies and disseminate them amongst internal as well as external stakeholders. On the other hand, they have to present the views of shareholders, regulatory bodies and government agencies to the board.
In some organizations, finance and human resource function may also be supervised by a company secretary. They may also have to take care of loans taken by the company, deal with corporate lenders and actively participate in important investment decisions.
Option of going into practice
After obtaining a ‘Certificate of Practice’ from the Institute, Members of the Institute can opt for independent practice. The opportunities in practice are multifarious. Right from the incorporation of a company till the time it is wound-up, a company will require the services of a practising company secretary at some stage or the other.
Certain classes of companies are statutorily required to engage the services of a Secretary in Whole-time practice for secretarial audit. Pursuant to Clause 49 of the Listing Agreement of stock exchanges, Practising Company Secretaries have also been authorized to issue certificate regarding compliance of conditions of Corporate Governance as stipulated in the Clause.
Practitioners have also been recognized to appear before various tribunals such as the Company Law Board, the Securities Appellate Tribunal, the Competition Commission, the Telecom Dispute Settlement and Appellate Tribunal, Consumer Forums, Tax Tribunals etc. The Reserve Bank of India has also recognized the Practising Company Secretaries to undertake Diligence Report for Banks.
A practising company secretary is an independent professional and is recognized to issue certificates and attest documents inter alia under the Companies Act, the SEBI Act, Securities Contracts & Regulation Act (SCRA) and regulations made there under, the Depositories Act, the EXIM Policy etc.
The educational background, knowledge, training and exposure that a Company Secretary acquires, makes him a versatile professional capable of rendering a wide range of services to companies of all sizes, other commercial and industrial organisations, small scale units, firms, etc. on retainership or otherwise. The plethora of services which a Practising Company Secretary can render, are listed below:
• Legal, Secretarial and Corporate Governance
• Corporate Restructuring
• Foreign Collaborations and Joint Ventures
• Arbitration and Conciliation
• Financial Management
• Project Planning
• Capital Market and Investor Relations
• Due Diligence
• Corporate Advisory Services
Salary scale and job security
There are some courses which guarantee great career prospects with a hefty pay-packet but have only few takers. The Company Secretaries (CS) course is one in that list. A budding and meritorious company secretary can hope to start his career with a monthly remuneration of Rs 20,000 to Rs 25,000. However, with experience and expertise in managing the company’s affairs you can command a hefty pay packet. The larger the company and the wider its field of activity, the better are the emoluments earned by the company secretary.
You must also keep in mind that the earning potential differs with the capabilities of a candidate. With the right set of skills and a few years of experience in the bag, sky is the limit!
Job security, though not as strong as in the case of civil servants, is quite satisfactory. This is because the demand for well-trained and skilful company secretaries is enormous. The primary factor in this regard is the growth of our country’s financial might. The policy of liberalisation has created favourable atmosphere within the country for setting up of new businesses.
Further, numerous foreign companies have set up their units in the country. All this has translated into India becoming one of the fastest growing economies of the world. Also, there is a spurt in the corporate activities such as expansions, mergers, collaborations and joint ventures. All this means a never ending demand for highly trained company secretaries.
Recognition and specializations
Various statutory recognitions have been bestowed on the CS profession. These are applicable to both, members in employment as well in practice. These include recognitions under the Companies Act and the rules framed there under for certification of annual returns, making statutory declarations and pre-certification of E-forms.
Recognition has also been granted to a CS to act as the authorised representative under the Competition Act, 2002, as well as the IRDA (Insurance Regulatory & Development Authority) Regulations, as well as the Special Economic Zones Rules, 2006.
In respect of securities laws and capital markets, a company secretary is entitled to act as the authorised representative in proceedings under the Securities and Exchange Board of India Act, 1992, the Depositories Act, 1996, and the Securities Contracts (Regulation) Act, 1956. Besides, numerous stock exchanges including the prestigious Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) have authorised company secretaries in practice to issue compliance certificates for various purposes.
In the field of taxation as well, company secretaries have been granted recognition. Although taxation is not considered as their core specialization, nevertheless opportunities exist for members who wish to specialize in this area. Under the Income-tax Act, 1961 and Income-tax Rules, 1962, a company secretary can act as authorised representative before the Income-tax authorities. Similar recognition has been accorded to him under the Central Excise Act, 1944, and the Customs Act, 1962.
The VAT (Value Added Tax) legislations of numerous states in India have also recognized a CS to appear before the VAT authorities on behalf of their client.
Certification powers have also been granted to company secretaries by All India Financial Institutions such as the Industrial Development Bank of India (IDBI) and the Industrial Credit and Investment Corporation of India (ICICI). Besides, a CS is also recognized by the RBI for conducting due diligence of borrowing companies.
Under the University Grants Commission (UGC) Regulations, CS has also been recognized as a qualification for appointment as teaching faculty in universities and colleges in the area of Management / Business Administration.
Members of the profession are thus recognized by various statutory as well as non-statutory bodies. This has only served to increase the opportunities available to them, as well as bring success, wealth and prestige to the profession.
Continuing education and professional advancement
ICSI members are expected to keep themselves abreast of the latest happenings in the corporate world, so that they can offer their best to their companies and clients. In tune with this philosophy, the Institute organizes various seminars, conferences and meetings on the latest updates and amendments to the applicable laws and regulations. Members are expected to attend these programmes which would not only serve as knowledge-refresher courses but also as a means of knowing the latest trends in the profession.
The Institute also organizes a Post – Membership Qualification (PMQ) course in Corporate Governance for its members, which they may optionally enrol for.
ICSI has also entered into collaborations and Memorandum of Understanding (MoU) with various other educational institutes including the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) , the National Law School of India University, Bangalore, the Indira Gandhi National Open University (IGNOU) and the Merchants’ Chamber of Commerce, Kolkata.
Recently the ICSI has given an edge to its students by way of an MoU with the Indian Institute of Banking and Finance, and the Insurance Regulatory Development Authority to groom qualified professionals for banks and insurance companies.
All these collaborations are aimed at ensuring that members of the institute can obtain the qualification of other professional bodies or universities, in a simplified manner. Besides, there are several universities in India which recognize CS a qualification for pursuing Ph.D
Opportunities abroad for CS
Many Company Secretaries are already working in various countries like the US, Canada, UK, Singapore, Malaysia, Thailand, Australia, New Zealand, Middle-east, Africa, etc. With their research and legal bent of mind, their employers have recognized their professional skill sets. They also possess managerial capabilities and analytical skills.
After the globalisation of services through WTO and GATS, the field is opening in various countries for practicing company secretaries as well. India is entering into bilateral Comprehensive Economic Cooperation Agreements with countries like Singapore, Malaysia, Thailand, and Mauritius etc. These agreements recognize Company Secretaries for free movement of professionals across borders.
ICSI has entered into an MoU with the Institute of Chartered Secretaries and Administrators, UK. This MoU recognizes Company Secretaries of both the countries on certain conditions. The process of globalisation and the process of comprehensive economic cooperation that India is initiating has also set in motion mutual recognition agreements between the ICSI and Institutes governing the profession in various other countries. This is opening up the world to Company Secretaries.