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Company Secretary (CS)

Company Secretary as a Professional Study

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 formalise 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 lakh 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.

•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.

CAREER SCOPE:

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

  • 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

 

Syllabus

CS Foundation

Business Environment & Entrepreneurship
Business Management, Ethics & Communication
Business Economics
Fundamentals of Accounting & Auditing

CS Executive Programme

Module 1
1. Company Law
2. Cost and Management Accounting
3. Economic and Commercial Laws
4. Tax Laws and Practice
Module 2
5. Company Accounts and Auditing Practices
6. Capital Markets and Securities Laws
7. Industrial, Labour and General Laws

CS Professional Programme

MODULE 1
1. Advanced Company Law and Practice
2. Secretarial Audit, Compliance Management and Due Diligence
3. Corporate Restructuring, Valuation and Insolvency
MODULE 2
4. Information Technology and Systems Audit
5. Financial, Treasury and Forex Management
6. Ethics, Governance and Sustainability
MODULE 3
7. Advanced Tax Laws and Practice
8. Drafting, Appearances and Pleadings
6. Ethics, Governance and Sustainability

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