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Responsibilities of a Company Secretary

A company secretary is an official or a representative who is appointed for carrying out administrative as well as ministerial duties. A company secretary mainly focuses on the well being and the growth of the company. The role of a company secretary is of utmost significance for a company as the growth of the company is largely dependent on the duties performed by a company secretary. There are huge responsibilities which need to be performed by a company secretary. Some of the main duties and responsibilities of a company secretary have been listed below.

A company secretary’s main responsibility is to organize board meetings, to notify the board of directors on the upcoming meeting, to prepare the agenda of the meeting either with the chief executive or the chairman, and to maintain the minutes of the meetings in records for future reference.

Responsibilities of a Company Secretary Annual General Meetings need to be scheduled as per the company’s article of association and companies act. A company secretary’s duty is to prepare the board of directors to handle questions raised by stakeholders, and to distribute the proxy forms. A company secretary should ensure that security arrangements are being done properly in order to avoid any kind of disruption.

The Articles of Association and Memorandum need to be gathered by a company secretary. If the situation of amendment arises then a company secretary should ensure that it is being implemented in an appropriate manner.

A company secretary needs to maintain the legal registers about the members, charges of the company, secretary and directors, shares and debentures, debenture holders and voting shares.

A company secretary is responsible for filing revised Memorandum as well as Articles of Association, resignation and discharge of directors, return of allotments, appointment notices, and lastly change in registered office in agreement with the companies act.

A company secretary is responsible for publicizing the companies account as well as the annual reports. She/he needs to maintain the register of the company of members. A company secretary has to deal with transfer of share holding, and questions raised by the stakeholders.

There should be a regular communication with share holders, both institutional and individual through notices, circulars and also take care of payment of dividends as well as interest. A company secretary needs to be cautious with the register of members to ensure that no stakeholder tries to take over the company. A company secretary is also responsible for ensuring that the commercial estimation is done properly and documents are in place.

The Role of a Company Secretary

Company Secretary is a position which is required in organizations around the world who have a certain value of paid up capital. This role denotes a high managerial position who becomes a legal representative of the company in most cases. A Company Secretary not only ensures that the Board of the company is working as per the legal directives of the country or state, but they are also responsible to ensure that the administration of the company is efficiently run and in accordance with the legal and corporate laws as set down in a country or state where the company operates.

The Role of a Company Secretary The roles and responsibilities of a Company Secretary may vary from country to country as per corporate laws but there are some essential functions which remain the same. In all sectors, private or public, there are some responsibilities at the Board level involving governance, rules and regulation and corporate conduct which need to be followed. When board or shareholder, trustee meetings are held, these need to comply with the legal, listing and regulatory requirements and so forth. These form the key responsibilities of a Company Secretary. They not only ensure compliance of the board workings as per the directives of the corporate laws, they also ensure that the decisions of the board meetings in a company are properly implemented. Proper management of the shareholders meetings and maintaining communication with the shareholders is another important role of a Company Secretary.

The responsibilities of a Company Secretary do not stop at the senior managerial or board level. They need to ensure proper running of the administration of a company which involves looking into contracts formed with customers or regulatory bodies, property administration, overlooking the management of employee benefits schemes such as pension funds or employee shares, insurance administration, financial accounts and so forth.

In North America, company or corporate secretaries have an important role to play in ensuring corporate governance in a company. They encourage the board to conduct corporate governance reviews and to issue statements of their sound corporate governance principle to the shareholders or institutional investors.

In India, a Company Secretary of a company is required to issue compliance reports and other provisions as may be required by the Companies Act of 1956. The annual returns of a company as listed on recognized stock exchanges throughout the country can only be issued after a practicing Company Secretary signs it. Such a role is recognized as similar to that of a Compliance Officer by SEBI or Securities and Exchange Board of India and they can issue compliance certificates on behalf of a company. The RBI also recognizes practicing Company Secretary as authorized personnel to sign issuing certificates on behalf of the company.

Practicing Company Secretary

Those who choose a career as a Company Secretary, have two paths before them –that they can either opt for work in an organization or choose to work as a consultant in a Company Secretaryship firm. This is a challenging career and different people find motivation in doing such a work in two different ways.

In India, when one opts for such a career, one needs to go through the rigorous three leveled programme offered by the one and only Institute of Company Secretaries of India. This institute offers the only valid certification in the country which is necessary to be able to work as a Company Secretary in a consultant or employee mode.

Practicing Company Secretary The course usually consists of three levels of programmes – the foundation, executive and professional programmes which one needs to pass in order to qualify for the practical managerial training that follows. Once a 15 months training is undertaken, one is awarded with the certification of being a CS. This is the time when one needs to decide the career path one wishes to take – that of a consultant or an employed salaried person of an organization.

Those who wish to be practicing company secretaries, need to apply for the Certificate of Practice which is issued by the institute. Without this, one would be unable to practice as CS independently.

Practicing company secretaries have been empowered by law to render their services in various instances. Companies which have a paid up capital of ten lakhs or more but less than five crores, do not need to engage a full time Company Secretary on their rolls but need a compliance certificate to be issued by a practicing Company Secretary. As per the Listing Agreement, practicing company secretaries are required to issue compliance certificates pertaining to corporate governance of companies which are listed on stock exchanges. They are empowered to issue certificates and attest documents which come under the Companies Act, the SEBI Act, the Exim policy and the Depositories Act. Such authorized company secretaries can offer their services for a host of other corporate matters including joint ventures, foreign collaborations, legal, secretarial or corporate governance matters, arbitration, conciliation, project financing, project planning and similar other legal and corporate areas.

Thus, there are a vast number of secretarial firms in the country in the towns and cities which offer their services to small and large companies. Their role is vital for companies to ensure that they stay on the right side of law and hence, practicing Company Secretaryship is a well established career in the country.

Job for Company Secretary

There is no dearth of jobs for Company Secretary roles in India. And as far as projections go, India is likely to need more company secretaries in the coming years, given the various empowerments which have been provided to such certified professionals and the growing corporate sector in the country.

A person who is qualified as a Company Secretary has gone through rigorous study and training in various fields of commerce, legal and corporate matters and hence becomes competent to take up responsibilities in different functions in various industries such as finance, accounts, secretarial, personnel, administrative, legal and others. Their services are required in both private and public sectors. Though by law it is mandatory for companies having a paid up share capital of five crores or more to employ a Company Secretary in their rolls, every type of organization which is run by a board or trustee structure, is listed on stock exchanges, is a co-operative society, federation, association, statutory authority need the services of a qualified Company Secretary to advise them on all legal matters.

Job for Company Secretary Thus, all such organizations can offer jobs of Company Secretary positions to such qualified individuals. Again, qualified company secretaries can choose to work as independent professionals or as consultants in secretarial firms where they offer their services to organizations on various corporate and statutory matters. From joint ventures to conciliations, arbitration cases, project planning and management, take over’s, acquisitions, listing on stock exchanges and others, their range of topics on which they are authorized to provide expertise and authority are vast. In many cases, practicing company secretaries need to issue compliance certificates as made mandatory by the Companies Act, the SEBI Act, the Exim policy, the Depositories Act and others.

Many banks, especially the nationalized ones, have their separate legal, finance, administrative departments which require the role of a Company Secretary. All major public organizations and Central government ventures require the employment of a Company Secretary under their rolls. However, the modern private sector with the listed companies is the new age recruiter of such professionals. With the rapidly changing corporate scenario complete with takeovers, joint collaboration, foreign collaboration and other such issues which crop up in the business scenario of a company, the requirement is essential of a Company Secretary to advise on such statutory and legal maters. Even normal functions of a company such as productions, sales, finance departments need the services of a Company Secretary for drawing up contractual agreements, setting the legal terms in many forms of documentation and other vital functions.

Which Companies Require Company Secretaries?

Company secretaries are professionals who are known as parachute professionals since they are said to “parachute” into the boardroom of corporate offices from day one in their CS careers. It might sound a little exaggerated, but it is true that a Company Secretary is someone qualified to advise the board on the legalities of their decisions and to look into all forms of governance and administrative matters.

There are many companies which require a Company Secretary. No matter what industry a company operates in, there are always legal aspects of every function that a company needs to deal with to remain on the right side of the law. And with most companies now being listed on the stock exchanges, it is imperative that a company practices good corporate governance and communicates effectively to shareholders to hold the confidence of the market. For consulting on all such functions a Company Secretary is mandatory by law in most cases.

Alternate text: In India the section 383A of the Companies Act 1956 states that, every company which has a paid up share capital of over five crores, needs to employ a Company Secretary. The companies which have lesser amount of paid up capital also need to obtain compliance certificates from practicing company secretaries.

Since the opening up of the Indian economy, there are many large corporate and companies today in India, private as well as public. These provide ample career opportunities for company secretaries. Any organization which has a board or council structures needs the services of a Company Secretary; then again, central government offices mostly require company secretaries to look into the legal functions.

Many banks, especially the nationalized ones, have finance, law, accounts departments which require the expertise of company secretaries. Thus, there are career opportunities for company secretaries in the banking sector as well.

Companies today, even if they have a paid up capital less than five crores, often opt to have a certified Company Secretary on their rolls for a variety of reasons. When a company gets listed on a stock exchange of the country, they need to issue annual statements which a Company Secretary is authorized to sign. Communication between the management and the shareholders is another important role of a Company Secretary. Such professionals can also advise different functions on their legal aspects such as production, finance, sales, manufacturing, administration and others. Contracts to be signed, certificates to be issued all need the expertise and authorization of a Company Secretary.

Thus, there is scope for company secretaries in all types of industries, from public to private.

Intermediate Course for Company Secretary

The Intermediate Course for Company Secretary has been renamed as the Executive Programme. This is the second level course of the Company Secretary course which is offered by the Institute of Company Secretaries of India. Once the first level course called Foundation Programme is successfully completed, one can proceed to register themselves for this second part of the program.

The minimum duration of the intermediate or executive programme is ten months excluding the date of registration and examination dates. The course fees for this level are Rs. 7000 for those with commerce background; non-commerce students need to pay a higher fee of Rs. 7500 for additional bridge course which need to be taken up. Those who pass the Foundation Programme and enroll for this course need to pay Rs. 6500.

Intermediate Course for Company Secretary The examinations are usually conducted twice during a year – usually beginning of June or the last week of December every year.

The eligibility criteria for sitting for the Executive Programme is having acquired a graduation degree in commerce stream preferably or any other discipline except fine arts. If there are supplementary passed candidates, they can also register for the course. Many candidates who have passed the Foundation level may pursue this course along with their graduation or even post graduation studies.

The Executive Programme consists of only theoretical papers which consist of six subjects arranged in two modules of three papers each, each having a total of hundred marks. The pass mark is forty percent in each paper and one has to obtain an aggregate mark of fifty percent in a module or else one will have to re-appear for all the papers of a module again.

The first module consist of three papers which deal with general and commercial laws, company accounts, management accounting and tax laws such as income tax, service tax, VAT. The second module consists of a paper dedicated to company law and the second paper dedicated to economic and labor laws; the third paper talks about securities laws and compliances. Once a candidate successfully clears both modules, they become eligible for the third level, also known as the Professional Programme.

Those who have passed the ICWAI or the ICAI are exempted from appearing for the foundation level of the Company Secretary program and may directly apply for the Executive Programme. There are many other types of exemptions that may be obtained, details of which may be found on the ICSI website.

Institute of Company Secretary of India

Every country has a regulatory body which serves as an umbrella organization for practicing company secretaries in that country. The name of this profession may differ from country to country but they have similar allocated legal and corporate functions which makes this role vital for large corporate companies.

Similarly, the institute which develops Company Secretary professionals in India is known as the Institute of Company Secretaries of India or ICSI for short. It is a professional statutory body which has been constituted under the Company Secretaries Act of 1980 which was passed by the Indian Parliament. It is the sole organization in India which is authorized to develop, train and regulate the Company Secretary professionals. Those who pass the three course professional program as well as managerial training are awarded the certificate of being a Company Secretary and they also can become members of the institute. ICSI has its headquarters in the capital city of India, Delhi and has regional offices in cities like Mumbai, Kolkata, Chennai.

Institute of Company Secretary of India The institute was formed in 1960 when the then Company Law Board started such a course which awarded the Government Diploma in Company Secretaryship. As the popularity of the course grew and the number of students increased, the Institute of Company Secretaries of India came into being in 1968 to conduct the CS examinations. In 1981 the institute was awarded the status of a statutory body under the Company Secretaries Act which allowed it to issue certificates in its name. Today it has over five thousand fellow members and over two lakh registered students who are at various levels of the three programmes.

The ICSI not only conducts the Company Secretaryship exams but also provides other facilities to students and registered members. These include practical training, regulating the workings of certified professionals in the various industries as per the code of conduct and professional ethics and so forth. The institute also promotes an environment of continuing education and professional development by bringing out research publications, monthly journals for the registered members. They also have program bulletins, tutorials for students who are appearing for the various level examinations. By interacting regularly with the government and other regulatory bodies, the institute helps its members stay updated about policy and professional changes.

Thus, ICSI is an important institute and statutory body for the promotion and updation of the profession of Company Secretary ship and is one of its kind in India.

Indian Institute of Company Secretary

For those who wish to pursue a corporate career as a Company Secretary, they need to qualify for the same by completing the professional program which is conducted by the Indian Institute of Company Secretary. This institute was constituted under the Company Secretaries Act of 1980 which was passed by the Indian Parliament. It is the only recognized institute and professional body in India which can certify professionals who pass out of the institute as Company Secretaries and regulates the profession in the country overall. This institute awards certificates which bestow on qualified individuals the designation of Company Secretary or CS. They can even become members of the institute which acts as an umbrella body for this profession.

Indian Institute of Company Secretary Company Secretary is a high profile, managerial position in companies which have a paid up capital of over five crores. Such large companies in India are instructed by law to appoint a Company Secretary who thereby have the responsibility to direct the board of the company to work in accordance to the governance and corporate laws of the country and of each state.

With the growth of the corporate sector in India, the need for Company Secretaries is on a rise. Thus, the ICSI also has expanded with its headquarters at Delhi and with regional offices at Chennai, Kolkata, Mumbai. There is also a comprehensive website of ICSI from where one can get lot of information related to the course, examination details, download application forms and a myriad of other essential information.

Formed in 1960, this institute first started this course which at that time awarded the Government Diploma in Company Secretaryship to the successful participants. As the popularity of the course grew, the Government promoted the institute under the Section 25 of the Companies Act of 1956 to award the certificate under its name. It thus became a statutory body since 1981.

As of the annual report of the ICSI of 2009-10, there were 16613 Associates and as many as 5226 Fellow Members on the rolls of the company. The institute has certified members as many as 3576 as on March 2010. The number of students for the various programs are an enormous number at any given point of time – there are as many as over two lakh students amongst which there is a greater share registered for the executive program; about one lakh students who have passed the foundation course and about 64000 students who are about to sit for the foundation exam.

Thus, ICSI is the one and only institute to go to for qualifying as a Company Secretary in India.

How to Apply for the Post of Company Secretary

There are several ways on how to apply for the post of company secretary. The company secretary ship being one of the most esteemed profiles can be obtained only after receiving the educational qualifications by the reputed company secretary through an institute that trains you on the course of a company secretary. The top most ranking institute across the world of a company secretary is the Institute of Company Secretaries of India. This institute is quite a renowned institute for training the candidates on company secretary ship. Institute of Company Secretaries India also has an option of teaching the company secretary courses online.

How to Apply for the Post of Company Secretary The biggest asset for a candidate interested in applying for the post of company secretary is the certification that he receives from a reputed institute. The profile of a company secretary is one of the prestigious posts and hence it gives room for competition. The scope and requirement for company secretary in companies have increased to a great extent. The companies will definitely be benefitted if there are efficient company secretaries who can look after their business with utmost care and caution.

The important point that needs to be borne in mind by organizations is that the company secretary ensures the safety and well being of the company. Hence the organization is largely dependent on a company secretary and this is one of the main reasons why appointing a capable and an efficient company secretary is very essential.

The procedure for applying for the post of company secretary is similar to applying for any other post. An application form with the necessary details needs to be filled in. There would be a first round of interview conducted which will involve questions regarding professional, personal, educational background, training details, quotient test and much more. The duration and pattern of questions may differ from individual to individual but there would be few general questions which would be questioned by the interviewer to all candidates.

After completion of the first round of interview, candidates would be eligible for the second round of interview. The second round of interview decides the fate of the candidate. The decision would be taken by the interviewer for appointing the candidate as company secretary of the company. Thus this is how an individual can apply for a post of company secretary. The company secretary profile indeed holds lot of scope in today’s competitive market. There are several websites that provides the details about questions asked during company secretary interview as well.

Foundation Course for Company Secretary

The Foundation Course for Company Secretary is the beginning programme which needs to be passed in order to move on to the next two levels of programmes. This course has now been renamed as the Foundation Programme, just as the other two courses have been renamed as Executive Programme and Professional Programme respectively.

In India Company Secretary is a professional course that is conducted by one institute – the Institute of Company Secretaries of India. Eligibility for Company Secretary program needs the minimum qualification of having passed the 10+ 2 level in high school to apply for the registration. There is no entrance test that one needs to go through since the courses are arduous enough and only those who put in persistent efforts can hope to succeed.

Foundation Course for Company Secretary The Company Secretary foundation course offers a glimpse of how the advanced programme contents are going to be. The foundation programme can be easily applied for by downloading the registration form from the ICSI website and submitting the filled in form at the regional or satellite offices of ICSI based in your town or city. The application and postal tution fee comes to a total of Rs. 3600 for the foundation programme. There is a separate fee for examination of Rs. 875 applicable when appearing for the foundation exam and in case of extension of registration, other fees are applicable. The cut off dates for application for the foundation programme are 31st March and 30th September.

The provisional admission obtained needs to be finalized into registration by providing proof of having passed the higher secondary or equivalent examination. Then only the study materials and other documentations such as identity card are provided to the students at their given postal addresses.

Usually, a registration for the foundation programme stands valid for three years within which it needs to be completed. If the three year period expires, then one would need to apply again with the same amount of admission fees.

There are four main modules in the foundation programme. They consist of English and Business Communication; Economics and Statistics; Financial Accounting and Elements of Business Laws and Management. Each of these papers has many sub topics which are covered in detail in the study materials which come along with the course. There are options for attending oral tutorial classes held at the various regional offices of the institute. ICSI even has empanelled private tutorials whereby students can enroll for extra fees to obtain guidance on the different subjects of the exam. There is also the e-learning portal started by ICSI, mainly for those who do not have access to tutorials or are working and do not have the time for extra classes. They can access faculty help online through this portal by registering themselves for a fee.

Thus, there are lots of study aids that are provided by ICSI for students who enroll for the foundation programme.

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