As we all are aware that “ignorance of the law” cannot be an excuse. So it is very important to understand, interpret and implement the laws correctly. This is especially important for medium to large sized businesses which are often managed as ‘Companies’. Whether you are an experienced business owner or a startup founder, you will be required to follow certain government rules and regulations for your company.
The recent scams and frauds in the corporate world have shaken the confidence of many stakeholders who deal with such businesses, particularly their investors, banks, suppliers or customers. At present, corporates are trying hard to retain the confidence of their stakeholders as there is increased pressure on corporates to show transparency and improve credibility amongst the general public. The busy top management of these companies hardly gets time to interact with the stakeholders to retain their confidence. To address this need, the companies hire qualified and skilled professionals as “Company Secretary”. A Company Secretary plays a vital role in the smooth functioning of a corporate organization. Hence, a career as a Company Secretary (CS) can not only be exciting but also rewarding for anyone interested in law and company administration.
As of Sept.2021, there were more than 14 lakh registered companies in India supported by just 42,000 qualified Company secretaries – of which, only 7,000 were in own consulting/practise and the rest were employed directly with companies. This gives an idea about the vast opportunity in this field.
Having worked in this field for more than 8 years, today I am excited to share with you my experience as being company secretary. I completed my C.S. qualification after my marriage in 2007 and started working as a Company Secretary in Corporate sector. I was on break for the 6 years as I was taking care of my little kids. Recently I have joined a manufacturing company as their Legal Head & Compliance Officer. Let us now see various questions anyone may have about Company Secretary as a promising career.
Who is a Company Secretary? The Company Secretary (or C.S.) is a ‘Key Managerial Personnel’ of a Company who is entrusted with the compliance and legal aspects of a Company. The Institute of Company Secretaries of India (ICSI) is the institute that regulates the profession of Company Secretaries (website: www.icsi.edu). A C.S. is a qualified professional and is a member of the ICSI.
The primary role of the C.S. is maintaining the Company’s records, its books of accounts, auditing the Company’s tax returns, advising the board of directors relating to the legal and financial risks of the Company and ensuring that the Company complies with statutory regulations.
Some important roles and responsibilities of a Company Secretary are:
Keep the board of directors aware about all the compliance requirements of the Company.
Ensure that the Company is complying with all secretarial standards to be followed by all companies in India and
Support all such related duties as asked by the company board of directors from time to time.
How to become a Company Secretary? A student aspiring to become a company secretary must clear three examination levels after passing out from Class 12 in any stream like Commerce, Arts or Science. The three examination levels for becoming a Company Secretary are: Foundation, Executive or Intermediate and Professional or Final. The Institute of Company Secretaries in India (I.C.S.I.) conducts examinations for all three levels. Students can self-study from the material provided by the Institute or can join any private coaching classes to learn and clear these examinations.
Let me explain the steps to be followed for becoming a qualified C.S.:
After Class 12, students must take up the I.C.S.I. Foundation course which is of 8 months duration. It is mandatory to pass the foundation course within three years of admission.
After passing the Foundation course, students can enrol in I.C.S.I. Intermediate Course. However, certain Graduates and Post Graduates (excluding Fine Arts students) can get exemption and can directly enrol in the Intermediate course without going for the Foundation course.
Students who clear the Intermediate course are eligible for the last level of the I.C.S.I. course, i.e. Final exam.
Students also need to undergo a few short-term training programs conducted by the institute during the Intermediate level and after the final level exams of the Company Secretary course.
For obtaining an Associate Membership of I.C.S.I., it is required to get practical work experience training (similar to an internship or C.A. article ship) after the completion of an Intermediate or Final level course.
After the successful completion of final level ICSI course and practical training, you become eligible to register as Associate Company Secretary.
The career of a Company Secretary begins only after getting eligibility as Associate Company Secretary.
Foundation level has following 4 papers:
Business Environment and Law
Business Management, Ethics & Entrepreneurship
Fundamentals of Accounting and Auditing
Executive level has 8 modules divided into 2 groups as follows:
Module I (4 papers)
Jurisprudence, Interpretation & General Laws
Setting Up Of Business Entities And Closure
Module II (4 papers)
Corporate & Management Accounting
Securities Laws & Capital Markets
Economic, Business and Commercial Laws
Financial and Strategic Management
Professional level has 9 modules divided into 3 groups as follows:
Module I (3 papers)
Governance, Risk Management, Compliances And Ethics
Advanced Tax Laws
Drafting, Pleadings And Appearances
Module II (3 papers)
Resolution of Corporate Disputes
Module III (3 papers)
Corporate Funding & Listings in Stock Exchanges
Multidisciplinary Case Studies (open book exam)
Electives – any 1 out of following 8 subjects (open book exam)
Banking Law and Practice
Insurance Law and Practice
Intellectual Property rights
Direct Tax Law & Practice
Labour Law & Practice
Valuation & Business Modelling
Insolvency Law & Practice
Note: if you are a I.C.W.A.I. qualified or holding LL.B. degree, then you get exemption in some papers at both executive and professional level. Also, if you are pursuing C.S. then studying for LL.B. degree is an added advantage as there are several common subjects as well as professional opportunities.
The latest course requirements are available at following website link:
Career opportunities for Company Secretary: There are two main types of career paths you can choose once you become a qualified Company Secretary.
A qualified company secretary can find a job in the public sector, private sector, financial institutions or in banks. Company secretaries are also required in Company Law Boards, various government departments, Department of Company Affairs etc. Top organizations offer attractive pay packages to company secretaries. Every company with a paid-up capital of Rs.10 Crore or more is mandatorily required to appoint a full-time Company Secretary.
Some of the key duties of a Company Secretary in an Organization
Provide guidance to the directors of the Company on their powers, duties and responsibilities.
Facilitate the company meetings, attend board meetings, committee meetings and general body meetings and maintain the minutes of these meetings.
Obtain all required approvals from the general and board meetings, government, and other authorities as required by Law.
Represent the company before several regulators and other authorities.
Assist the Company board in the conduct of the Company Administration.
Advice and assist the company board to fulfill the legal requirements, ensuring good corporate governance.
Discharge any other duties as required by company laws.
Another option for Company secretaries is to start their own consultancy (which is called ‘Practicing Company Secretary’) after obtaining a Certificate of Practice. Every listed company or company having a paid-up share capital of Rs. 10 Crores or more, is required to obtain a secretarial audit report every year, to be issued by a ‘Practicing Company Secretary’.
Scope for a Practicing Company Secretary:
Practicing Company Secretaries are the only professionals who have been authorized to issue Certificates regarding the compliance of conditions of Corporate Governance.
Practicing Company Secretaries have also been allowed to appear before various Tribunals such as Company Law Board, Securities Appellate Tribunal, Competition Commission, Telecom Dispute Settlement and Appellate Tribunal, Consumer Forums, Tax Tribunals, etc.
Recently the Reserve Bank of India has allowed the Practicing Company Secretaries to undertake a Diligence Report for Banks.
Company Secretary as an independent professional can issue certificates and attest documents under different laws
Company Secretaries in Practice also render services in areas like Corporate Restructuring, Foreign Collaborations and Joint Ventures, Legal matters like Arbitration and Conciliation, Financial Management, Project Planning, Capital Market and Investor Relations, Due Diligence, and Corporate Advisory Services.
We can thus see that the opportunities for growing and building a successful career as a Company Secretary are immense and need just a focus and commitment from the aspiring individuals. Apart from the required technical skills, other important qualities needed for a successful career are good communication skills, multi-tasking and organizing abilities and importantly ‘an eye for detail’!
My name is Ms. Jalpa Bhatt, daughter of shri Prakashbhai Durlabhram Trivedi & Meena Trivedi and I am residing in Mulund, Mumbai. As I have been working in this field for many years, I will be happy to help anyone interested to know more about what it needs to be a Company Secretary, I would love to help you if you contact me with any questions, doubts, or guidance. Do reach out to me @ firstname.lastname@example.org or on mobile: 9920230207.