Introduction about CS (Company Secretary)
The Institute of Company Secretaries of India (ICSI) is constituted under the Company Secretaries Act, 1980, to develop and regulate the profession of Company Secretaries in India. The origin of this profession can be traced back to 1960, when the Company Law Board started a course in Company Secretaryship leading to a Government Diploma in Company Secretaryship. A tremendous growth in the number of Company Secretaries led to the formation, in 1969, of The Institute of Company Secretaries of India under Section 25 of the Companies Act, 1956. The Institute of Company Secretaries of India has been converted into a statutory body under the Company Secretaries Act, 1980.
Behind every successful man there is a woman. This saying can be twisted a little to suit our purpose- ‘Behind every successful company is a dedicated Company Secretary ‘.
A company secretary is the one who corresponds with the public and hence is also termed as the ‘spokesperson’ of the company. So let’s embark on a journey to unveil about the happenings in the life and making of a company secretary.
A Company Secretary is a person who ensures compliance of all laws, which relate to the working of a company. Hence, knowledge about corporate laws and the rules related to it are mandatory to formalize business deals. Apart from being responsible to the shareholders and directors of the company, a company secretary also communicates with the outside world on behalf of the company. Hence, he/she is the ‘face of the company’.
A company secretary’s role starts from the very moment when the idea of formation of a Company is conceived. Although the idea of formation of a company Secretary (CS) may vary from company to company the knowledge and training acquired by company secretaries make them versatile to carry out various functions in Finance, Accounts, Legal Administration and Personnel areas in addition to their own secretarial duties and responsibilities. A company secretary is recognized as one of the principal officers of the company by various enactments. Company secretaries, thus occupy a pivotal and versatile position in companies. Companies having a paid up share capital of above Rs. 50 lakhs for more are statutorily required to appoint a whole-time CS.
The career course of Company Secretary is not only prestigious but is financially rewarding too. The post of a Company Secretary is considered a respectable one in the hierarchy and this is one of the most important posts a person handles. This is because, in this position, one acts as the mediator between the company and its Board of Directors, government, shareholders and regulatory authorities. He or she guides the Chairman and the Directors on how to make the best use of their responsibilities under various laws.
A company secretary is a top level employee in a company whose responsibility is to ensure that the company adheres to all the legalities set by the government therefore advises the directors on various policies and operations of the company. To have a company secretary has been made compulsory by a Government Act for large companies. Since the boost in economy in the recent years many companies have grown tremendously and new companies have emerged. Therefore, the need and scope for company secretaries has also increased tremendously over the years. To become a company secretary one needs to do a professional course under the Institute of Company Secretaries of India (ICSI).
The use of the word secretary in the name of this specialization is a bit misleading for one who is new to the concept. A Company Secretary has nothing to do with regular secretarial work. A Company Secretary is a professional whose role in a corporate set up is that of an advisor for legal matters. As per the Companies Act, a statutory requirement is that companies with a paid up share capital of a minimum of Rs 50 lakhs are required to appoint a Company Secretary. A Company Secretary is a very important member of the company’s management.
A company secretary is a person who ensures compliance of all laws, which relate to the working of a company. Hence, knowledge about corporate laws and the rules related to it are mandatory to formalize business deals. Apart from being responsible to the shareholders and directors of the company, a company secretary also communicates with the outside world on behalf of the company. Hence, he/she is the’ face of the company’.
These are some of the duties of a company secretary :
Advising on good governance practices and compliance of corporate governance norms as prescribed under the Companies Act, listing agreement with stock exchanges and various other laws, rules and regulations Frett Board.
Promotion, formation and incorporation of companies and other matters related to it.
Filing, registering documents including forms, returns and applications on behalf of the company as an authorized representative
Maintenance of secretarial records, statutory books and registers.
Arranging board and general meetings and preparing minutes of the meeting
all work related to shares and their transfer and transmission
secretarial audit/compliance audit
compliance certificate for companies not required to employ a whole-time secretary
signing of annual reports
Advising companies on compliance of legal and procedural aspects, particularly under various acts like SEBI Act, Intellectual Property Rights, Labour and Industrial Laws, setting up of subsidiary boards, drafting of legal documents, etc.
Representing the company or other persons before the Company Law Board, National Company Tribunal, etc.
A company secretary would have to maintain the records of the company properly, record in the basic minutes book, call meetings like the board meetings or the general body meetings, handle matters related to initial public offerings (IPOs) and public issues.
A company secretary needs to have very good Communications skills, excellent command over English, analytical mind and ability to explain things to the directors and decision takers in the company. Job prospects for Company Secretary are quite good and the scope for growth is also there. Remunerations offered are really good for company secretaries with salaries starting from Rs. 20,000 per month.
Qualified company secretaries can find well-paid positions in the private sector and public corporate sector, banks and financial institutions, stock exchanges, the Department of Company Affairs, company law boards and government departments. The larger the company and the wider its field activity, the better the emoluments earned by the CS. Private consultancy jobs are a very lucrative option.
Liberalization and globalization have a massive boost to corporate activity and along with it the openings for company secretaries continue to grow. In the present age of mergers, acquisitions, and tie-ups this profession looks forward to rich dividends.
Benefits and Scopes of Company Secretary :
• The companies who pay a share capital of lump sum amount (varies from place to place) generally require a company secretary in terms of Companies Act.
• The main function of the Company Secretary is to provide the guidance and precious advice in the fields of financial, secretarial and legal matters.
• The company secretary will be held responsible in dealing with the stakeholders, Boards of Director, Government Departments and also the individual will act as the compliance officer of the company to incorporate the rules and regulations of the Securities and Exchange Board of India.
Demand of Company Secretary :
There is a huge demand of Company Secretary in USA, India, UK and some western countries.
The successful individual company secretary will acquire a job in
• Departments of Company affairs
• Stock Exchanges
• Government Departments
• Company Law Boards
• Can start up Company Secretary Ship Consultancy firm
Company Secretaries in Practice also render following Services (Self Employment):
• Legal, Secretarial and Corporate Governance
• Corporate Restructuring
• Foreign Collaborations Joint Ventures
• Arbitration and Conciliation
• Project Financing
• Financial Management
• Project Planning
• Capital Market and Investor Relations
• Due Diligence
• Corporate Advisory Services
• This is the identification for the first/lowest/starting level of the CS course conducted by the ICSI.
• This is the Lowest level at which a student can start pursuing the CS i.e. Company Secretaries course.
Duration of Foundation Course is 8 months. Students are required to pass the Foundation examination within 3 years from the date of their admission. Candidates who have passed senior secondary (10+2) can apply for foundation course. Registration for foundation course is open throughout the year. The exams for the foundation course are held in December and June. To appear for the exams in December candidate should apply for the exam before the previous march. Similarly, to appear for the June exam, candidate should apply before the previous September. i.e. the Registration for each examination should be done at least nine months before the month in which the examination is held.
Since the main examinations are conducted once every six months only, the actual time gap between registration and appearing at the main examination may be more than 8 months.
01. English and Business Communication (FCEBC)
• Part A: English – 50 Marks
• Part B: Business Communication – 50 Marks
02. Economics and Statistics (FCBE-BE)
• Part A: Economics – 50 Marks
• Part B: Statistics – 50 Marks
03. Financial Accounting (FCFA)
04. Elements of Business Laws and Management (FERBAM)
• Part A: Elements of Business Laws – 50 Marks
• Part B: Elements of Management – 50 Marks
05. Information Systems and Quantitative Techniques (FCISQT)
ALL INDIA PRIZE AWARDS:-
1. Sultan Chand Trust Prize Award
2. Sultan Chand Trust Prize Award
3. Sultan Chand Trust Prize Award-
4. Durga Devi Saraf Memorial Gold Medal(Only for Female)
5. Elvina Pinto Memorial Prize Award
6. LATE Shri G V Setty and LATE SMT.Kusumamba Memorial Award
7. LATE Madineedi Ramakrishna Subhadra Memorial Award
Awarded To: Awarded to a candidate who passes in all papers of the Foundation Examination, at first attempt, in one sitting, without claiming exemption in any subject and obtaining the highest marks in the aggregate taking into account the performance of all successful candidates.
Candidates who have passed the foundation course, and are not less than 17 years of age can apply for intermediate course. Graduates, post-graduates (excluding fine arts) and those who have passed final exam of ICWAI or ICAI or of any other accountancy Institution in India or abroad recognized by the Council of the Institute can directly enroll to the intermediate course without doing foundation course. Intermediate course consist of two groups. Candidates registered for intermediate course including the month of February in a year are eligible for appearing in both the groups of the Intermediate examination held in December of that year and those registered up to and including the month of August in a year are eligible to appear in the Intermediate examination held in June of next year.
CS: Executive Programme – Module I
• Paper 1: General and Commercial Laws (IGCL) [100 marks]
• Paper 2: Company Accounts and Cost and Management Accounting (ICA&CMA) [100 marks]
o Part A: Company Accounts (50 Marks)
o Part B: Cost and Management Accounting (50 Marks)
• Paper 3: Tax Laws (ITL) [100 marks]
o Part A: The Income-tax Act (60 Marks)
o Part B: Service Tax (20 Marks)
o Part C: Value Added Tax (20 Marks)
• Management Information Systems and Corporate Communication (IMIS&CC)
CS: Executive Programme – Module II
• Paper 4: Company law (ICL) [100 marks]
• Company Secretarial Practice (ICSP)
• Paper 5: Economic and Labour Laws (IELIL) [100 marks]
o Part A: Economic Laws (60 Marks)
o Part B: Labour Laws (40 Marks)
• Paper 6: Securities Laws and Compliance(ISLRFM) [100 marks]
o Part A: Security Laws (60 Marks)
o Part B: Issue Management and Compliance (40 Marks)
A candidate can get exemption for some individual papers on the basis of qualification
1. Company Accounts and Cost & Management Accounting (ICA&CMA) – Master of Corporate Secretaryship/M. Com./M.B. A (with Accountancy as one of the subjects at B. A (C. S)/B. Com. Level with full paper in Cost Accounting/Management Accounting/Financial Management at Master of Corporate Secretaryship/M. Com. /M.B.A. level and must have secured fifty per cent marks in the subject concerned of a recognized university is exempted from this subject.
2. General and Commercial Laws (IGCL) – A degree in Law or Master of Corporate Secretaryship is exempted from this subject.
3. Tax Laws (ITL) – Master of Corporate Secretaryship is exempted from this subject.
A Candidate who has passed the Final examination of the ICWAI is eligible to seek exemption from the following papers of Intermediate examination under a reciprocal arrangement existing at present between the two Institutes- Company Accounts and Cost & Management Accounting (ICA&CMA), Tax Laws (ITL) in the intermediate level. Financial, Treasury and Forex Management, Direct and Indirect Taxation – Law and Practice in the final level.
To enable non – commerce students who are eligible for direct admission to the executive level programme, to get a fundamental understanding on commerce subjects the ICSI has made it compulsory for such students to take up a course of postal or oral tuition in those subjects of the Foundation examination which he/she had not studied at the graduate or post graduate level before becoming eligible to pursue the executive level programme/course.
Student registering for the compulsory bridge Course need not attend examination in these subjects but has to compulsorily undergo either oral or postal tuition in them.
A candidate can enter the courses at this level through two different routes.
1. By passing the Foundation Programme examination i.e. qualifying at the Foundation Programme level
2. By passing a Graduation/Degree (10 + 2 + 3) examination i.e. having a Graduation qualification
1. A pass in the Foundation Programme Examination conducted by ICSI.
2. A Degree or master’s degree in Corporate Secretaryship or Commerce.
3. A degree or master’s degree in any discipline other than Fine Arts.
4. A pass in the Final examination conducted by:
i. The ICAI
ii. The ICWAI
iii. Any other Accountancy Institution in India or abroad as recognized as equivalent thereto.
In addition to the ranks and distinctions awarded by the institutes, the following prizes are awarded to the students by various sponsors.
Some are sponsored by the Institute and its chapters and some others by private trusts or charitable institutions and some others by individuals.
ALL INDIA PRIZE AWARDS:-
1. President’s Silver Medal
2. Jaypee Group Prize Award
3. Late Shri Jagdish Chandra Malhotra Memorial Annual Award
4. Kedarnath Prahlad Rai Dhanuka Memorial Award
5. Mauji Ram Jain Memorial Award (Female Candidate)
6. SMT.Bonadada Samantha kamani Memorial Silver Medal (Female Candidate)
7. Taxman’s Prize Award (Specially for Highest Marks in Tax Law)
8. Preeti Puraskar (Specially for Highest Marks in Company Law)
Awarded to a candidate who passes in all papers of the Executive program Examination, at first attempt, in one sitting, without claiming exemption in any subject and obtaining the highest marks in the aggregate taking into account the performance of all successful candidates, provided that the aggregate is not less than 55%.
A student is admitted to the Final examination only after a minimum period of nine months after passing intermediate examination. The examinations are conducted twice a year in June and December. Last date for enrollment applications for the final examination is 25th March (with late fee of Rs. 100, 9th April) for June examination and 25th September (with late fee of Rs. 100, 10th October) for December examination.
There are 8 papers divided into 4 Modules in CS Professional Programme
Company Secretarial Practice
Drafting, Appearances and Pleadings
Financial, Treasury and Forex Management
Corporate Restructuring & Insolvency
Strategic Management, Alliances and International Trade
Advanced Tax Laws and Practice
Due Diligence and Corporate Compliance Management
Governance, Business Ethics and Sustainability
The CS course is complete after students have undergone 16 months practical and modular training in order to apprise the students with the functioning of the Corporate Sector and to create a cadre of professional Company Secretaries having a sound theoretical base and practical exposure to serve trade and industry effectively, both as a part of the management team as well as independent practicing professionals.
A candidate who has passed the Final examination of the Institute is required to possess the practical experience and undergo the practical training or be exempted there from as prescribed in the Regulations for becoming eligible to the Associate Membership of the Institute.
The objectives of training are to apprise the students with the functioning of the Corporate Sector and to create a cadre of professional Company Secretaries having a sound theoretical base and practical exposure to serve trade and industry effectively, both as a part of the management team as well as independent practicing professionals.
TOP (Training Orientation programme for 5 days)
ADP (Academic Development Programme for 25 Hrs)
Further, before commencing the 15 months training, the students are required to compulsorily attend and complete five days Training Orientation Programme (TOP) which is being conducted by all the Regional Councils/designated Chapters. Students may like to commence the training, if not already commenced and accordingly submit the Application Form (available on the website) and also available in the concerned Regional Council/Chapters.
Every student of the Institute, who has been sponsored for 15 months training on or after 01/07/2004 either in a Company or under a Company Secretary in Practice is compulsorily required to attend and complete 25 hours Academic Development Programme on proportionate basis i.e. five hours for every quarter of remaining training. Students are requested to contact the concerned Regional Council/Chapter of the Institute. He/She will be given the benefit to the extent of the duration of the Programmes. We have advised the Regional Councils & Chapters to charge confessional rates from the students for attending such Professional Development Programmes. In case, you have already commenced/completed the training, you are advised to submit the Certificates in respect of TOP and 25 Hours ADP.
SECRETARIAL MODULAR TRAINING PROGRAMME
Every candidate passing the final examination of the Institute is compulsorily required to attend and successfully complete the Secretarial Modular Training Programme (SMTP) designed by the Institute for a period of 15 days as a part of the practical training requirement.
The main thrust of SMTP is
• To apprise the students with practical aspects of some of the important areas of a Company Secretary’s functions.
• To give first hand exposure in the areas of corporate management and to build commercial orientation and problem solving aptitude.
• To develop leadership qualities, interpersonal relations, team spirit.
• Sharpening of skills in decision making.
• To develop a mind-set for excellence in rendering professional services.
During the programme, the participants interact with senior members of the Institute, Government officials, officers of financial and other Institutions.
Purpose of the SMTP is to build a bridge between knowledge acquired and its application in actual work situations with a view to developing a complete professional and also to enlarge his/her perspective.