Article on COMPANY SECRETARIES : THE GOLDEN PEOPLES 

.

As being a member or a student of ICSI (company secretary course it always comes in our mind that what is a company secretary course how is started? How do we initiate? What is the scope of this Course? So here through our article all the question which comes in our mind as being a member or the student of the company secretary course .
.
so possibly we tried to answer the entire question through our this article.

1. Why our profession called as company secretary?

Around 56 years back when our nation tries to uplift itself or on a path of development and growth pace and a number of companies registered itself as a corporate entity in India then there is a need arises  for the compliances in the company and to carry on a companies in a systematic manner and as well a need  of person who  will be abide by rules and regulations  able to help to the business entities to comply the rules and regulations and take a burden on their shoulder for the proper compliances of rules and regulation of the corporate entities . to fulfill this emptiness in the corporate field a course framed that is company secretary .now again the question is here why the word company secretary has been used for this profession so the answer is here, Secretary means a person a person employed by an individual or in an office to assist with correspondence, make appointments, and carry out administrative tasks, and same work the company secretary will do for the corporate entity to

• assist the entities;
• to organize different avenues of profit and compliances in the business world;
• to administer the corporate entities;

So the word company secretary came into picture and our profession names as   

Define Company Secretary:

Company		Secretary
C	Compliances	S	Specialized
O	Observers	E	Energetic
M	Management	C	Controller
P	Professional	R	Realistic
A	Abide by rules	E	Enthusiastic
N	Nurture	T	Trained
Y	Yield maximize	A	Agent
		R	Regulator
		Y	Your company

.

2. But the major question how it started?

So here the answer is the in the year of 1960 the company law board started a course in company secretary ship leading to the award of government diploma in company secretary ship course grew the government promoted on 4 the October 1968 institute of company secretaries of India under section 25 of the companies act 1956for taking over from the government the conduct of company secretary ship examination the institute of company secretararies of India have ever since been converted into a statutory body w.e.f 1^st of January 1981under the company secretary act 1980.

 Presently the institute of company secretaries of India divided into five regional council:

Northern Region 11 Chapters & 11 Sate light Chapters	Southern Region 11 Chapters & 5 Sate light Chapters
Western Region 9 Chapters & 2 Sate light Chapters	Eastern  Region 5 Chapters
International Chapter                Dubai (UAE)

.

3. Now the question who will be company secretary?

 So the act itself answer the question that

 (a) Any person who immediately before the commencement of this Act was an Associate or a Fellow (including an Honorary Fellow) of the dissolved company;

 (b) Any person who is a holder of the Diploma in Company Secretary Ship awarded by the Government of India;

 (c) any person who has passed the examinations conducted by the institute and has completed training either as specified by the institute or as prescribed by the Council, except any such person who is not a permanent resident of India;

(d) Any person who has passed such examination and completed such training, as may be prescribed for membership of the Institute;

 (e) any person who has passed such other examination and completed such other training without India as is recognised by the Central Government or the Council as being equivalent to the examination and training prescribed under this Act for membership of the Institute : Provided that in the case of any person belonging to any of the classes mentioned in this above  who is not permanently residing in India, the Central Government or the Council may impose such further conditions as it may deem to be necessary or expedient in the public interest.

So a person who is mentioned above can be company secretary.

The first person who became company secretary in India was

 Mr. SH NARAYAN SWAMI with a membership number “A1” from Chennai.  

After that so many came and now the membership number reached near about 48000+.

So this was the golden history of our valuable profession called COMPANY SECRETARIES (THE COMPLIANCE HEADS OF THE COMPANY)

.

4. Now the question is how to become a company secretary (The Observers)?

So the institute of company secretaries of India gave brief guidelines to grace his or her name with the initial called (CS)

Stages to become a Company Secretary:

The student who would like to join the Course after 10+2 pass or equivalent has to undergo three stages to pursue the Company Secretaries Course i.e. 
                                      

• Foundation Programme 
• Executive Programme
• Professional Programme

The Student who would like to join the Course after passing the Graduation has to undergo two stages of the Company Secretary ship i.e. 
Executive Programme
Professional Programme

Foundation Programme which is of eight months duration can be pursued by 10+2 pass or equivalent students of Arts, Science or Commerce stream (Excluding Fine Arts)

Executive Programme can be pursued by a Graduate of all streams except Fine Arts.

Professional Programme can be pursued only after clearing the Executive Programme of CS Course

(Time To Time Institute Do Efforts to Make This Profession Abreast)

So after going through all the stages and after completing the necessary training of two years under a professional a person can grace his name with such dignified degree i.e. Company Secretaries (The Corporate Personality )

After successful completion of the examination and the completion of the training a person have to apply for the membership number and after due verification the institute will provide a membership no to the person and register a person MEMBER OF THE INSTITUTE

  THERE IS TWO PHASES OF MEMBERSHIP:

1. ASSOCIATE COMPANY SECRETARY MEMBER (ACS)
2. FELLOW COMPANY SECRETARY MEMBER (FCS)

AS soon as the person qualifies all the level of examination and complete all the necessary training and applied for the membership number the INSTITUTE provide a membership number to the candidate termed as ASSOCIATE MEMBERSHIP NO.

And after successful completion of 5 year a person who is holding an associate membership will be eligible to become a FELLOW MEMBER of the institute.

.

5. Now the question is how the company secretary (the regulator) works?

After getting a membership number a company secretary can do a work in two ways:

• Company secretary whole time in practice
• Company secretary whole time in employment

The company secretary who according to:

Section 2(2) of the Company Secretaries Act, 1980 (hereinafter called the Act) provides that a member of the Institute shall be deemed to be in practice when, individually or in partnership with one or more members of the Institute in practice or in partnership with members of such other recognised professions as may be prescribed, does any of the following in consideration of remuneration received or to be received: engages himself in the practice of the profession of company secretaries to, or in relation to, any company; or

(b) Offers to perform or performs services in relation to the promotion, formation, incorporation, amalgamation, reconstruction, reorganisation or winding up of companies; or

(c) Offers to perform or performs such services as may be performed by:

(i) An authorised representative of a company with respect to filing, registering, presenting, attesting or verifying any documents (including forms, applications and returns) by or on behalf of the company,

(ii) A share transfer agent,

(iii) An issue house,

(iv) A share and stock broker, a secretarial auditor or consultant, an advisor to a company on management including any legal or procedural matter falling under the Capital Issues (Control) Act, 1947

** the Industries (Development and Regulation) Act, 1951, the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, any of the rules or bye-laws made by a recognised stock exchange, the Monopolies and Restrictive Trade Practices Act, 1969, the Foreign Exchange Regulation Act, 1973*, or under any other law for the time being in force,

(vii) Issuing certificates on behalf of or for the purposes of, a company; or

(d) Holds himself out to the public as a company secretary in practice; or

(e) Renders professional services or assistance with respect to matters of principle or detail relating to the practice of the profession of company secretaries; or renders such other services as, in the opinion of the Council, are or may be rendered by a company secretary in practice

A person is called in whole time employment when a member of the institute of company secretaries of India is appointed by the company an employee of itself and provides a salary for their work done then that member is called as a member whole time in employment.

 Then what is the criterion of appointment of a company secretary in companies?

So according to the companies act 2013

Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, necessitated that every listed company and every other public company having paid-up share capital of Rs 5 crores or more to appoint the Company Secretary in whole-time employment.
.

6. Now what are the avenues of work of company secretary (the agent)?

A company secretary whether in employment or in whole time practice have vast avenue of working like:

• SEBI Act,
• Securities Contracts (Regulation) Act, Rules and Regulations made there under
• SEBI Regulations and Guidelines
• Listing Agreement
• Competition Act, 2012
• Limited Liability Partnership Act, 2008
• Companies act 2013
  
  .

7. Now what are the Roles and responsibilities of company secretary (person who is abiding by law)?

    A company secretary should perform the various roles mentioned below

• Corporate Laws professional
• Corporate Governance professional
• Corporate Administration professional
• Board and Shareholders Meetings organizer
• Corporate Compliance Management professional
• Stakeholder Relationship professional
• IPO, ADRs / GDRs professional
• Capital Markets, Stock Exchanges & Listing professional
• Drafting Agreement professional
• Mergers & Amalgamations professional
• Insider Trading & Takeovers professional
• Representations professional
• Arbitration & Reconciliation professional
• Direct and Indirect Taxes professional
• Investor Education and Protection professional

It’s not enough now more avenues are ready to open for the company secretary:

• It is also proposed under the direct tax laws to include the company secretary in the definition of accountant which is mentioned under the direct tax law of clause 88 of direct tax code 2013 in which says meaning of accountant as per clause 320(2) a accountant means chartered accountant within the meaning of the chartered accountant act 1949and who holds a valid certificate of practice under section 6(1) and shall include

Company secretary within the meaning of company secretaries’ act, 1980.

• The Institute Of Company Secretaries Of India have a memorandum of understanding with the ACES to establish a Certified Filing Centre (CFC)
• Company Secretary Can Do Concurrent And The Internal Auditor Of The Depository Registered Under The Depositories Act
• It Is Also Proposed That A Company Secretary Will Be Included In The Definition Of The Auditor  In Service Tax Act
• Company secretary will appear before different tribunals like BIFR,AAIFR

, NCLT, NCALT.

So there is a different opportunities are available for the profession company secretary

THE INSTITUE OF COMPANY SECRETATIES OF INDIA HAVE A MEMORENDUM OF UNDERSTANDING WITH DIFFERENT INSTITUTES TO.

1. The Institute of Chartered Secretaries and Administrators (ICSA), Londonfor reciprocal membership for members of both the Institutes on passing of certain papers, exchange of journals/publications etc;
2. National Law School of India University, Bangalorefor undertaking joint-research, holding   of professional development programmes, exchange of faculty, publications and sharing of facilities;

• The National Institute of Small Industry Extension Training (NISIET)for jointly organising training programmes, undertaking research and rendering consultancy services;

1. NALSAR University of Law (National Academy of Legal Studies & Research), Hyderabad aims at holding jointly workshops and educational   programmes for practicing professionals and corporate executives on the theme of topical and professional interest;
2. Bombay Stock Exchange Ltd. for holding training programmes, exchange of resources, co-operation in developing curriculum on academic and continuing education programmes, and exchange of faculty.
3. Symbiosis International Universityto enable members to avail training in soft skills, communication skills, leadership skills and other interactive skills.

• ASSOCHAMfor making collaborative efforts in promoting Corporate Social Responsibility and Corporate Governance.
• Indian Institute of Banking and Finance (IIBF) to offer educational support services to the students enrolled for Diploma in Banking and Finance (DBF), partner to offer certificate course in project finance, design, develop and certify a course in compliance to risk management for the banking sector and to develop, offer and hold seminars, workshops, conferences for mutual benefit and interest.

1. The Federation of Andhra Pradesh Chamber of Commerce and Industry (FAPCCI)for holding workshops, seminars, continuing education and training programmes for practicing professionals and corporate executives on the themes of topical corporate and professional interest; conducting joint research projects, etc.
2. Merchant Chamber of Commerce (MCC), Kolkatafor holding jointly workshops and seminars, continuing education and training programmes for practicing professionals and corporate executives on the themes of topical corporate and professional interest; conducting joint research projects, etc.
3. Bangalore Chamber of Industry & Commerce (BCIC), Bangalorefor holding jointly workshops and seminars, continuing education and training programmes for practicing professionals and corporate executives on the themes; of topical corporate and professional interest; conducting joint  research projects, etc.

• Indira Gandhi National Open University (IGNOU) for offering specialised B.Com Course with Major in Corporate Affairs and Administration and M.Com Course in Business Policy and Corporate Governance for CS students and members, carrying out joint   research,   conducting   short-term   courses, programmes,   seminars/conferences,   workshops   on contemporary subjects of mutual interest, recognizing CS Qualification for the purpose of pursuing Ph.D Course in Commerce, Law and Management, etc.
• Pithampur Audhyogik Sangathan (PAS), Indorefor holding jointly workshops and seminars, continuing education and training   programmes for practicing   professionals and corporate executives on the themes of topical corporate and professional interest; conducting joint research projects, etc.
• Urla Industries Association (UIA), Raipur (Chhattisgarh State)for holding jointly workshops and seminars, continuing education and training programmes   for practicing professionals and corporate executives on the themes of topical corporate and professional interest; conducting joint research projects, etc.

1. The Chartered Institute for Securities & Investment (Erstwhile Securities and Investment Institute (Sll)), London,with a view to provide opportunity to company secretaries to have better access to International Financial Markets.   

• National Stock Exchange of India, Mumbaifor imparting  training to Company Secretaries in Securities markets and areas of Corporate Governance; jointly organisation of Investor Awareness Programmes, Compliance Seminar for Trading members of NSE and compliance officers of the listed Companies, regular exchange of resources of mutual interest.
• The Capital Markets and Corporate Governance Institute (CMCGI)Of the Capital Market Development Authority (CMDA) Maldives- to assist in providing study material and coaching support to participants and conduct of examinations; conduct of practical and management training to professionals; jointly holding seminars , professional development programmes and conferences etc.
• The Institute of Public Enterprises , Hyderabad for holding jointly workshops and seminars, continuing education and training programmes for practicing professionals and corporate executives on the themes of topical corporate and professional interest; exchange of journals, course materials, case studies;  undertaking joint research projects, etc.
• Federation of Karnataka Chamber of Commerce & Industry, Bangalore,for holding jointly workshops and seminars, continuing education and training programmes for practicing professionals and corporate executives on the themes of topical corporate and professional interest;  exchange of journals , undertaking joint research  projects etc. .

1. Central Board of Excise and Customs for setting up ACES Certified Facilitation Centre.

• MCX –SX Stock Exchange Ltd (MCX-SX), Mumbaifor organizing seminars on financial markets, corporate governance and compliance; conducing of research and various kinds of certification programmes on financial markets; organizing short term courses etc.
• Ministry of Corporate Affairs, New Delhi to frame the rules prescribed under the companies Bill, 2009.
  .
  .

8. THE company secretary a restricted to the India only?

NO, the profession company secretaries are not only restricted up to the territorial limits of the country the institute of company secretaries of India comply their responsibility time to time and give a very precious mou with the different nations and  open the ways in the another nation too. There are some MOU which THE INSTITUTE OF COMPANY SECRETARIES OF INDIA MADE

MOU WITH THE ICSA LANDON

A Memorandum of Understanding between the ICSI and ICSA was signed on November 11, 1995 at Jaipur, India which recognized the common interest both the Institutes have in promoting best practice in `Company Secretary ship’ and professional administration and it was agreed to explore positive ways of ensuing a close relationship between them.

OTHER BODIES ALL OVER THE GLOBE OF COMPANY SECRETARY

1. CANADIAN SOCIETY OF CORPORATE SECRETARIES (CANADA)
2. Corporate Secretaries International Association
3. The Society of Corporate Secretaries & Governance Professionals(North America)
4. Chartered Secretaries Canada
5. The Hong Kong Institute of Chartered Secretaries
6. The Institute of Chartered Secretaries and Administrators, UK
7. The Faculty of Secretaries and Administrators, UK
8. Institute of Corporate secretaries of Pakistan
9. Governance Institute of Australia

So the profession of company secretary is not restricted up to one nation it spread all over the globe the only need is to open your feathers and grab the opportunities it only upon the capabilities how much a member is able to grab it .

Sometimes we also here that company secretary profession do not have any scope of working But I hope I well elaborated all the avenues of working of company secretary in India as well in abroad. So this is rightly said by some eminent authors that

“Difficulties mastered are opportunities won”.

So in each and every path of success there is difficulties and the warrior is he who over come such difficulties

“Mrs. SMRITI IRANI (member of parliament ) said in her speech in NATIONAL CONVENTION Of the institute of company secretaries of India the all over the number of company secretaries are near about 75000 in which 50000 are from India “

And the person on whom the responsibilities lies on their shoulder are the person who is responsible enough and the company secretary is a designation on which whole building of the company stands and it is rightly said that

“MAY HIGHER RESPONSIBILITIES WITH HIGHER DEGRAA OF POWER AND WIDE RANGE OF COMFORTS”

And for such a valuable profession members of the company secretary should take a pledge that all the work which they done will be in the ambit of the rules and regulation because they are the regulators of the rules and regulation as well.

.

Written By: CS RAVISHANKAR PERIWAL 
                        CS SHEFALI BHARTI

.

The Author can be Reached at csraviperiwal@gmail.com and csshefalibharti@gmail.com