Company Secretary (CS)
Unlike its name, the role or job profile of a company secretary is neither clerical not secretrial and in large American and Canadian corporate companies, profile of a company secretary is most popularly known as a corporate secretary or just as a secretary. In India, it is called and known as company secretary and the career as a company secretary is for those who have the art and talent of paying meticulous attention to details and almost every company requires company secreatry on board because they, CS are the company’s named representative on all legal documents and correspondence and thus have to ensure than the company and its directors operate well within the law. In other words, having a company secreatry in your organsiation is like having an in-house lawyers who takes care of your in-house daily activities of corporate secreterial department.
In coorporate world, profile of a company secretary deals ensures that the organisation complies with the relevant legislation and regulation and keeps its board members well informed of their legal responsibilites. Also, it is their reponsibility to communicate with the shareholders and to maintain the company records in right order such as annual accounts, list of its directors and shareholders. Generally company secretaries work for individual organisations and in India, as per Section 203 of the Companies Act, every listed and non-listed public companies with share capital of 5 crore rupees and private companeis with share capital of 5 crore rupees must have a qualified company secreatry.
As of today, company secretaries are much sought after and if statisitcs have to be believed then as of today there is demand of approx 7000 company secretaries in India which means that there is a deficit in the demand and supply wherein demand is much higher than the exisiting number.
Roles and Responsibilities of Company Secretary(CS)
The job profie of a company secretary is of holistic nature and thus not restricted to only department of a company and they rather look at each and every aspect of the company including safety of employees, their insurance coverage, corporate social responsibilty programs, accounting and tax related matters and so on.
Responsibilites of a company secretary covers a wide range but can be summed up in below mentioned points:
- Supporting executive of the Board of the organisation: As a company secreatry it is important for you to ensure that the baord understands about the different aspects and functionalities of the business and their actions are well within the legal sphere. Also, they play the role of a medium of communication between the directors, members and employees.
- Maintain a list of directors’ name: A company secretary should know the name of directors of the organsiation he or she is working with and should also maintain a record for the same.
- Official advisor: As mentioned abvoe, a company secretary is like having an in-house lawyer and thus he/she is looked upon as a legal advisor of the company. Corporate law is one of the most important subject of company secretary and thus it enables the candidates to understand business laws.
- Drafting of policies and procedures: Drafting policies and procedures for the company is one of the most important role of a company secretary and he also assist the board in formulating and implementing those procedures and policies.
- Governance: Governance tasks make most important part of a company secreatry profile and he/she advises the directoers or chairperson on various important aspects of the business and thus it is imperative to keep the company secreatry updated about all the events and activites happenign in the organisation.
- Annual general meetings: It is the responsibilty of company secretary to organise and conduct annual general meetings and to maintain record of the same and also to prepare reports regarding the meeting in addition to preparing and publishing the directors’ and annual report.
- CS audit: It is not only a role but the responsibilty of a CS to make sure that the company is operating well within its legal domain and as per the rules mentioned in the Section 204 of the Companies Act 2013.
- Link between inter and intra company works: A company secretary is a vital link between the investors, shareholders, directors and those who are working in the direction of the company’s functioning and regulation.
- Maintaining company records: It is important of the company secreatry to maintain company records even if it is not a mandate by the law. The important documents and records include pension and insurance detail, VAT registration, PAYE information, Tax record and accountancy and statutory compliance records.
- Company statutory register: It is important for a company secretary to maintain company statutory registers including register of directors, register of charges, register of allotments, register of transfers, register of memebers, minutes of meetings and resoultions directors’ indemnities etc.
- Financial market services such as: Taxation services, finance and accounting services, securities compliance and certification services, takeover code, insider trading, mergers and amalgamations, public issue and securities management.
- Management services such as: Human resources management, corporate communications and public relations, general/strategic management etc.
- As a company secretary, you have an option to do your own practice as well and once you have obtained Certificate of Practice from ICSI, you can opt for independent practice as well and render your services in areas such as corporate advisory services, corporate restructuring, arbitration and conciliation, financial management etc.
Apart from above mentioned vast list of responsibilities, a company secretary renders his/her services in the following areas as well:
In India, the only institute which is authorized to conduct and carry out the company secretary curriculum is Insitute of Company Secretaries of India (ICSI), which falls works under the Ministry of Corporate Affairs, Government of India and in order to become a company secretary in India, you must be a member of this organisation. Company secretary course is governed and conducted as per The Companies Secretary Act, 1980 and ICSI is formed under the same act. Headquartered in New India, ICSI has its offices across the country.
In order to become the member of ICSI and pursue the Company Secretary course, you need to follow below mentioned steps: