Company Secretary (CS)

Unlike its name, the role or job profile of a company secretary is neither clerical not secretarial 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 secretary 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 secretary in your organization is like having an in-house lawyers who takes care of your in-house daily activities of corporate secretarial department.

In corporate world, profile of a company secretary deals ensures that the organization complies with the relevant legislation and regulation and keeps its board members well informed of their legal responsibilities. Also, it is their responsibility 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 organizations 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 companies with share capital of 5 crore rupees must have a qualified company secretary.

As of today, company secretaries are much sought after and if statistics 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 existing number.

Registration of Company Secretary (CS)

Roles and Responsibilities of Company Secretary(CS)

The job profile 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 responsibility programs, accounting and tax related matters and so on.

Responsibilities of a company secretary covers a wide range but can be summed up in below mentioned points:

  1. Supporting executive of the Board of the organization: As a company secretary it is important for you to ensure that the board 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.
  2. Maintain a list of directors’ name: A company secretary should know the name of directors of the organization he or she is working with and should also maintain a record for the same.
  3. Official advisor: As mentioned above, 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.
  4. 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.
  5. Governance: Governance tasks make most important part of a company secretary profile and he/she advises the directors or chairperson on various important aspects of the business and thus it is imperative to keep the company secretary updated about all the events and activities happening in the organization.
  6. Annual general meetings: It is the responsibility of company secretary to organize 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.
  7. CS audit: It is not only a role but the responsibility 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.
  8. 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.
  9. Maintaining company records: It is important of the company secretary 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.
  10. 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 members, minutes of meetings and resolutions directors’ indemnities etc.
  11. Apart from above mentioned vast list of responsibilities, a company secretary renders his/her services in the following areas as well:

  12. 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.
  13. Management services such as: Human resources management, corporate communications and public relations, general/strategic management etc.
  14. 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.

In India, the only institute which is authorized to conduct and carry out the company secretary curriculum is Institute 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 organization. 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:

  • Registration: For registration with ICSI, login to the ICSI website and go to the students section and click student registration.
  • Based on your qualification, you would be asked to submit various documents such as your photograph, signature of the candidate, your date of birth, your roll number if applicable, 12th mark sheet or certificate, category certificate in case you have opted for SC/ST/BC category, qualification certificate in case you are availing for higher education exemption.
  • Company secretary course has two options to choose from and depending on your education, you can choose either of it, i.e. CS Foundation/CS Executive.
  • Depending on the course you have opted for, you have to pay the applicable fees and you can make the applicable payments through various payment options such as net banking, credit card, debit card or through bank challan system.
  • Once you are through the above mentioned steps, you will receive your username and password on your registered email id within 24 hours of the registration process.
  • And once you have received your username and password in your email, you have to upload the relevant documents by clicking on the link sent on your email.
  • Once registered with ICSI, it is important for you to download your registration letter and e-identity card from the ICSI website by logging into it using your username and password.
  • Next step is to get the e-identity card attested by an authorized authority such as a gazetted officer of the central or state government, member of the ICSI with ACS, FCS no or principal of a recognized school or college or by manager of a nationalized bank or by the officers of ICSI. This is a mandatory step because an unattested identity card is not valid.
  • ICSI conducts the exam in three levels i.e. 1st, 2nd and 3rd level, i.e.
    • 1st level : CS Foundation Programme which is for undergraduate students – Foundation programme is of 8 months and can be opted by anyone who is either 10+2 or equivalent in Arts, Science or Commerce stream except Fine Arts.
    • 2nd level : CS Executive Programme which is for graduates and they can directly apply for executive programme without undergoing foundation programme – Executive programme can be pursued by a graduate student of all streams except those of Fine Arts and if you have cleared ICSI Foundation programme then also you can opt for ICSI Executive programme.
    • 3rd level : CS Professional Programme – Only those who have cleared ICSI Executive programme can opt for ICSI Professional Programme.
  • Management training is an important and indispensable part of CS curriculum where the aspiring CS student has to undergo CS training in either a company or under a practicing company secretary. As a part of ICSI curriculum, you have to undergo 15 months of training which is sponsored by the institute itself.
  • After you have completed your training and cleared all papers, you become an Associate Member of the ICSI and can use Associate Company Secretary(ACS) with your name.

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