Opportunities galore for company secretaries
Pursuant to Section 383 A of the Company Act, 1956, companies having a paid-up share capital of Rs. 50 lakhs or more are statutorily required to appoint a company secretary. This being the case, scarcity of employment is alien to company secretaries. But questions remain like, what is the importance of company secretary in a company? What is his role? How one can become a company secretary? What are the needed qualifications? This article is an attempt to find out genuine answers to these questions.
A Company Secretary is a professional whose role in a corporate set up is that of an advisor for legal matters. He is a very important member of the company's management. He co-ordinates and assists various departments of the organization, ensures compliance of company legislations and advises directors on statutory requirements of the company. As the principal officer of the company, the company secretary is a vital link between the company, the board of directors, shareholders and governmental and regulatory agencies. He is a business manager and an important adjunct in corporate management hierarchy, serving as the registrar for the company.
He acts as a confidante of the board of directors, takes part in the formulation of long-term and short-term corporate policies, maintains statutory books and records and ensures compliances with legal and procedural requirements under various enactments for effective corporate governance. His duty involves advising the board of directors on the ramifications of the proposals under the consideration of the board. As a corporate development planner he identifies expansion opportunities, arranges collaborations, amalgamation, mergers, acquisitions, takeovers, divestment, setting up of subsidiaries and joint ventures within and outside India. He looks after the entire secretarial functions which include preparing agenda, convening, conducting and minuting meetings of board of directors, shareholders, annual general meetings, inter-departmental meetings and meetings with foreign delegations, financial institutions and regulatory authorities.
The Institute of Company Secretaries of India (ICSI) is the only institute in India which conducts the course of company secretaries. The course has three sections -Foundation, Intermediate, and the Final course.
The minimum eligibility required for the Foundation Course for company Secretary is 10+2 or an equivalent examination. Candidate who has enrolled for the 10+2 examination can apply with the proof of passing the examination within 6 months. 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 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. A registered student is required to complete the Intermediate and the Final examination within the registration period. After passing the intermediate course a registered candidate can apply for the Final Course.
In essence, excellent command over English, both written and oral is important for a company secretary. At the same time ability to understand, analyse complex and technical issues and exercise accordingly with tact and intelligence are other essentials. It is the moral responsibility of the company secretary to be loyal to his organisation on knowing their top level plans and important secrets.
A qualified company secretary (CS) has access to openings both in the private and public sector, financial institutions stock exchanges and even the Central/State Government. As per Section 383 A of the Companies Act 1956, companies with a paid up share capital of Rs. 50 lakh, or more must have a whole-time company secretary. In case of a company with a paid up capital of less than Rs. 50 lakh, a CS with an intermediate pass is also eligible for appointment. All companies seeking a listing on stock exchanges are required to have a full time CS. The Ministry of Human Resources Development Department of Education has recognised membership of the ICSI for appointment to superior posts and services under the Central Government. It is one of the essential qualifications for recruitment from Grade I to Grade IV in the accounts branch of the Central Company Law Service of the Department of Company Affairs. The Indian Banks Association has recommended to banks to consider appointment of company secretaries as specialists in the field of finance, accounts, law and merchant banking.
Almost every kind of organisation, whose affairs are conducted by boards, councils and other corporate structures, be it a company, cooperative society, trust, society, association, federation, authority, commission, board or the like, finds it useful to appoint a person in key administrative positions who holds the qualification of company secretaryship. Members of the Institute may also go in for independent practice. Besides issuing statutory certifications and appearing before various quasi-judicial authorities as an authorised representative, he issues due diligence and comfort certificates, acts as a secretarial auditor and an advisor and consultant on finance and management.
Where to apply
The Institute of Company Secretaries of India (www.icsi.edu) is constituted under the Company Secretaries Act, 1980 to develop and regulate the profession of company secretaries in India. It was in 1960 that the Company Law Board started a course in company Secretaryship leading to the award of government Diploma in Company Secretaryship.
As the number of students taking up the Company Secretaryship course swelled, the government promoted the Institute of Company Secretaries of India under Section 25 of the Companies Act, 1956 for taking over from the government the conduct of Company Secretaryship examination.
Since then the Institute of Company Secretaries of India has been converted into a statutory body with effect from 1 st January 1981 under the Company Secretaries Act, 1980. It is a recognised professional body formed to develop and regulate the profession of company secretaries. It is the ONLY institute which offers this course and awards the certificate bestowing the designation of company secretary to a candidate qualifying for membership of the institute. The institute has its headquarters at New Delhi and has four regional offices at Kolkata, Delhi, Chennai and Mumbai. In addition, there are 36 chapters and 10 satellite chapters located all over the country.
In a nutshell, issues such as competition law, intellectual property, environment, mergers and acquisitions, information technology and cyber laws and corporate governance, focused attention on investor relations, market exploration and sustaining investor’s confidence and interest in the company, settlement of commercial disputes through ADR methods will all engage the attention of company secretaries in the near future.