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Company Secretary

Q. 1. What the Functions of the ICSI?

Ans. The Institute of Company Secretaries of India is a premier professional body constituted under the Company Secretaries Act, 1980 to develop and regulate the profession of Company Secretaries in India. The ICSI, besides conducting Company Secretaryship examinations and enrolling qualified students as members after practical training, exerscises professional supervision over the members in matters pertaining to professional ethics and Code of Conduct. It also organises on a regular basis professional development and continuing education programmes and brings out research publications, guidance notes, secretarial standards as well as professional monthly journal Chartered Secretary for corporate executives and Student Company Secretary and CS Foundation Course Bulletin for students. The ICSI regularly interacts with government, regulatory bodies and chambers of commerce and industry on policy and professional matters.

The institute has its Headquarters at ICSI House, 22 Institutional Area, Lodi Road, New Delhi and Regional offices at Mumbai, Calcutta, New Delhi and Chennai and 36 Chapters and 16 Statellite Chapters located in various cities all over India. The ICSI has on its rolls over 13,000 qualified members and nearly 2 lakh students pursuing the CS Course.

Q. 2. What exactly is the role of a Company Secretary?

Ans. 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, regulatory authorities, etc.

A Company Secretary, as a competent professional, comes into existence after extensive exposure provided by the institute of Company Secretaries of India (ICSI), through comprehensive study material, compulsory coaching, highly exacting examinations, rigorous compulsory training and continuing professional development programmes. Besides, rendering statutory duties, as attending meeting, preparing minutes, maintaining register of members, ensuring timely transfer of shares and ensuring compliances of various laws, a Company Secretary also assists the Board in various other aspects.

Q. 3. What are the Career prospects for Company Secretaries?

Ans. A qualified 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. Beecides 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.

Q. 4. What are the future plans of the ICSI for the next millennium?

Ans. In the early part of the next millennium national boundaries will disappear for trade and commerce. There will be tremendous increase in international trade, with fierce competition increasing pressure for survival leading to leaner organisations with high efficiency and technological excellence. In such a scenario, a Company Secretary, being the principal co-ordinator, will be called upon to play a crucial role as an integrated business manager and as in-house legal counsel. He will be called upon to provide support to the various economic, activities and operations of the company, including finance and accounts, external audit, costing and budgeting, materials management, commercial and general administration, besides legal and secretarial functions. He will have to act, advise and guide on good corporate governance and assume a much wider role in ensuring compliances in an altogether new corporate setup and legal procedural and disclosure requirements not necessarily originating from Company Law, but other laws which will be no less stringent and hitherto unknown to corporates in India.

Issues such as competition law, intellectual property, environment, mergers and acquisitions, information technology and cyber laws and corporate governance, focussed attention on investor relations, market exploration and sustaining investors confidence and interest in the company, settlement of commercial disputes through ADR methods will all engage the attention of company secretaries in the next millennium.

With a view to create professionals to meet the new challenges, the ICSI is shortly coming out with a new syllabus and is in the process of strengthening training of students in close coordination with trade and industry and practising members. For professional development of existing members, focussed attention is being directed by conducting professional development programmes as well as continuing education and participative certificate programmes.