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 Company Secretaries’ profession 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. 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 with all laws which relate to the working of a company. Hence, knowledge about corporate laws and the rules related to them are mandatory to formalize business deals. Apart from being responsible to the company’s shareholders and directors, 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 a company’s formation is conceived. Although the idea of the 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. 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 making 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 government’s legalities, 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 the economy in recent years, many companies have grown tremendously, and new companies have emerged. Therefore, the need and scope for company secretaries have 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 this specialization’s name 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 must appoint a Company Secretary. A Company Secretary is a vital member of the company’s management.
A company secretary is a person who ensures compliance with all laws which relate to the working of a company. Hence, knowledge about corporate laws and the rules related to them are mandatory to formalize business deals. Apart from being responsible to the company’s shareholders and directors, 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
- the 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 subsidiary boards, drafting 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 company’s records properly, record in the basic minute’s 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 excellent communications skills, excellent command of English, an analytical mind, and explain things to its directors and decision-makers. 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 and public sectors, corporate sectors, 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. This profession looks forward to rich dividends in the present age of mergers, acquisitions, and tie-ups.
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 the Companies Act.
• The Company Secretary’s main function is to provide guidance and precious advice in the fields of financial, secretarial, and legal matters.
• The company secretary will be held responsible for dealing with the stakeholders, Boards of Director, Government Departments. The individual will also act as the company’s compliance officer to incorporate the rules and regulations of the Securities and Exchange Board of India.
The demand of Company Secretary :
There is a huge demand for Company Secretary in the 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 the 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 the 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, the 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 the 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 the intermediate course. Graduates, post-graduates (excluding fine arts), and those who have passed the final exam of ICWAI or ICAI or any other accountancy Institution in India or abroad recognized by the Council of the Institute can directly enroll in the intermediate course without doing the foundation course. The intermediate course consists of two groups. Candidates registered for the intermediate course including 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 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 an exemption for some individual papers based on 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 percent 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 program to get a fundamental understanding of 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 postgraduate level before becoming eligible to pursue the executive level program/course.
A student registering for the compulsory bridge Course need not attend the examination in these subjects but has to undergo either oral or postal tuition in them compulsorily.
A candidate can enter the courses at this level through two different routes.
1. Bypassing the Foundation Programme examination, i.e., qualifying at the Foundation Programme level
2. Bypassing 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 is 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 (Especially for Highest Marks in Tax Law)
8. Preeti Puraskar (Especially for Highest Marks in Company Law)
Awarded to a candidate who passes in all papers of the Executive program Examination, at the 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 the intermediate examination. The examinations are conducted twice a year in June and December. The last date for enrollment applications for the final examination is 25th March (with a late fee of Rs. 100, 9th April) for the June examination and 25th September (with a late Rs. 100, 10th October) for the 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 of practical and modular training to appraise 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 must possess the practical experience and undergo the practical training or be exempted therefrom as prescribed in the Regulations for becoming eligible to the Associate Membership of the Institute.
The objectives of the training are to apprise the students of 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 program for 5 days)
ADP (Academic Development Programme for 25 Hrs)
Further, before commencing the 15 months training, the students must be compulsorily attended and complete five days of 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 submit the Application Form (available on the website) and 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 a 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 concessional 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 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 corporate management and build commercial orientation and problem-solving aptitude.
• To develop leadership qualities, interpersonal relations, team spirit.
• Sharpening of skills in decision making.
• To develop a mindset for excellence in rendering professional services.
During the program, the participants interact with senior members of the Institute, Government officials, officers of financial and other Institutions.
The purpose of the SMTP is to build a bridge between knowledge acquired and its application in actual work situations to develop a complete professional and enlarge his/her perspective.