Company Secretary Duties and Roles

A Company Secretary acts as a mediator between the company, its board of directors, stakeholders, government and regulatory authorities. A Company Secretary is a professional, who has expertise in corporate laws, capital markets, security laws and corporate governance. He/She is the one who advises Board of Directors on the kind of practices to be adopted in corporate governance.

A Company Secretary is an important official who ensures that best management practices and work ethics are followed to create wealth creation for the company. He/She is the one who represents the company for internal and external stakeholders, co-ordinates the policies of the company and management function, guides on the strategic decisions for the betterment and growth of the company like merger, acquisition and joint collaboration.

Company Secretary Roles:

A Company Secretary should ensure the well-being and growth of the company, its Board of Directors and all Stakeholders

• A Company Secretary should make sure that the procedure for appointment of directors is followed properly. He/She should also ensure that the newly-appointed directors have a proper induction and special training organized, if the need be.
• He/She should also provide all types of support and guidance to the directors, helping them in discharging their duties.
• A Company Secretary should ensure that all statutory and regulatory requirements are properly complied with. They play a key role in ensuring that the decisions of the Board on the whole are properly implemented and communicated within the organization. They should advise the company and its board of Directors on business ethics and corporate governance.
• A Company Secretary should also ensure that the interest of the stakeholders are safeguarded and should communicate with them on regular basis.

Company Secretary Duties and Responsibilities:

• A Company Secretary is the person who is responsible for organizing board meetings, informing board of directors about the impending meeting, formulating the agenda of the meeting with Chairman and/or Chief Executive, compiling the minutes of the meeting and maintaining minute books.
• A Company Secretary has to ensure that Annual General Meetings (AGM) are held as per the Companies Act and the companies’ Article of Association. He/She is responsible for issuing notices of meetings, distribution of proxy forms, helping directors update themselves and getting prepared in case any shareholder ask questions, helping directors prepare briefing material and ensuring that security arrangements are done for the meeting. During the meeting, they have to ensure that proxy forms are processed properly, voting is carried out properly and recording the minutes of the meeting.
• A Company Secretary has to ensure that the Memorandum and Articles of Association is properly complied with. In case any amendments are issued, they have to make sure that they are implemented in the right manner.
• He/She had to make sure that company complies with the Yellow Book requirements and it properly implements the model code and/or company code regarding the company’s securities. He/she has to maintain relations with Stock Exchange through company’s brokers and he/she is responsible for relaying information regarding the company to the market.
• He/she is responsible for maintaining the statutory registers regarding the members, company charges, directors and secretary, directors’ interests in shares and debentures, interests in voting shares and debenture holders.
• Company Secretary is responsible for filing annual reports, amended Memorandum and Articles of Association, return of allotments, notices of appointments, removal and resignation of directors and the secretary, notices of removal or resignation of the auditors, change of registered office and resolutions in accordance with the Companies Act with the Registrar of Companies.
• They are responsible for the publication of the company’s annual report and accounts.
• They have to maintain the company’s register of members, deal with questions of the shareholders and transfer of share-holding etc.,
• They have to regularly communicate with shareholders – both individual and institutional -- through circulars and notices, and ensure the payment of dividends and interest. They have to keep an eye on register of members in case any stakeholder is aiming at taking over the company.
• He/She has to play a key role in implementing acquisitions, disposals and mergers. They have to make sure that proper documentation is in place and proper commercial evaluation is done.

GROWING DEMAND FOR COMPANY SECRETARIES

India is witnessing a phenomenal growth and expansion in the corporate sector resulting from its exposure to industrialisation. The growing demand for specialists in almost every sphere of the corporate functions has led to emergence of professionals who can perform specialized skills with near perfection in their respective fields. A company secretary is one such professional who is responsible for efficient management of the corporate sector. He co-ordinates and assists various departments of the organisation, ensures compliance of company legislations and advises directors on statutory requirements of the company. Apart from carrying out these functions he also looks after finance, accounts, legal, personnel and administrative functions.

Nature of Work

The rapid corporatisation which began in the wake of the liberalisation of the economy, has brought drastic changes in the role and profile of a company secretary. In essence, a company secretary is a specially designated officer whose duty is to ensure compliance of various legislations. By various enactments, he has been recognised as one of the principal officers of the company.

Company secretaries, with their multidisciplinary background and rigorous training attained in law, management and finance, are involved in major decisions such as formulating long and short term corporate policies and programmes, accounting and finance functions. For this reason, they are regarded as corporate development planners. Their other responsibilities include incorporation, manage public issues, act as internal legal advisor and representative, process intercorporate loans and investments, maintain company's records, take care of company's tax planning, tax management, tax returns, explore expansion opportunities, arrange collaborations, amalgamations, acquitions, joint ventures within and outside India etc. They are required to understand relevant aspects of laws, update themselves with the changes to ensure proper compliance of legislations. The job also involves arranging company meetings, collecting and compiling information and recording the decisions. They act as confidants of board of directors and provide a link between the management and shareholders. In many companies, company secretaries play an important role in legal and financial functions. Nowadays, they are even foraying in capital markets and financial services industry. Their assistance in administration, management, planning and general running of the company makes them the company's chief administrator.

Personality

Company secretaries have to be very disciplined and organised as they hold key positions. They are expected to have thorough knowledge and understanding of their subject as they may have to deal with complex legal situation. Excellent command over english, both written and oral is important. At the same time ability to understand, analyse complex and technical issues and exercise accordingly with tact and intelligence are other essentials. Associated with the top level management and being aware of top level plans and important secrets, it becomes a moral resposibility of company secretaries to be loyal to their organisation.

Professional Courses

Institute of Company Secretaries of India is the only recognised organisation offering this course. The course consists of three stages.These are as follow.

1. FOUNDATION: The institute offers foundation course for senior secondary(10+2) pass students willing to join Company Secretaryship Course. Earlier admission was open to only those candidates possessing minimum graduate degree.

2. INTERMEDIATE: Students enrolled in the company secretaries course have to appear for the intermediate examination after successfully passing the foundation course. All gradutes, post-gradutes (excluding fine arts) and pass in the final examination of the ICWAI or ICAI or of any other accountancy Institution in India or abroad recognised by the Council of the Institute are exempted from passing the foundation examination and can directly enroll in the intermediate course on payment of such exemption fee.

3. FINAL: On successfully completing the Intermediate Examination, students qualify to appear for the Final Examination which can be pursued after 18 months of enrolling in the course and having undergone satisfactory postal or oral tuition for a particular group of final examination.

One of the prescribed qualifications for a company secretary is the membership of the Institute of Company Secretaries. Candidates desiring for the membership of the institute are required to successfully clear the Foundation, Intermediate and the Final examinations conducted by the Institute. Further they are required to possess practical experience and undergo practical training to become eligible for the membership.

Colleges, Institutions and Universities

The Institute of Company Secretaries of India is a recognised professional body formed to develop and regulate the profession of Company Secretaries. It is the only institute which offers this course and awards the certificate bestowing the designation of Company Secretary to a candidate qualifying for membership of the institute. The institute has its headquaters at New Delhi and has four regional offices at Calcutta, Delhi, Chennai and Mumbai. In addition their are 36 chapters and 10 satellite chapters located all over the country.

Career Prospects

Exposure to detailed study and practical training in various fields adds to versatility of a company secretary. A qualified company secretary is a competent enough to take up wide range of responsibilities in legal, secretarial, finance, accounts, personnel and administrative departments of companies or other organisations in the private and the public sector. Almost every kind of organisation whose affairs are controlled by boards or councils and other corporate structures be it a co-operative society, association, federation or statutory authority, finds it beneficial to appoint a qualified company secretary. Initially the career may begin with designation of a Junior Secretarial Officer. Depending upon the experience and hardwork it can rise upto senior level positions of Company Secretary and even Finance Advisor.

Looking for a Career Option as a Company Secretary ?

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.

Courses/Training
Professional studies towards becoming a company secretary can commence right after completion of the plus two level of education through the foundation course. Foundation Course students are required to pass the Foundation Examination within 3 years from the day of admission. Candidates who have passed the Foundation examination or is exempted there from can seek registration as a student for the intermediate course. A registered student is admitted to the Final Course on passing the intermediate examination.

Foundation course

Duration of Foundation Course is 8 months. Students are required to pass the Foundation examination within 3 years from the date of their admission. Candidates who have passed senior secondary (10+2) can apply for foundation course. Registration for foundation course is open through out the year. The exams for the foundation course are held in December and June. To appear for the exams in December candidate should apply for the exam before the previous march. Similarly to appear for the June exam, candidate should apply before the previous September. i.e the Registration for each examination should be done at least nine months before the month in which the examination is held.
Subjects
English and Business Communication (FCEBC)
Basic Economics and Business Environment (FCBE-BE)
Financial Accounting (FCFA)
Elements of Business Laws and Management (FERBAM)
Information Systems and Quantitative Techniques (FCISQT)

Intermediate course
Candidates who have passed the foundation course, and are not less than 17 years of age can apply for intermediate course. Graduates, post-graduates (excluding fine arts) and those who have passed final exam of ICWAI or ICAI or of any other accountancy Institution in India or abroad recognised by the Council of the Institute can directly enroll to the intermediate course without doing foundation course. Intermediate course consist of two groups. Candidates registered for intermediate course including the month of February in a year are eligible for appearing in both the groups of the Intermediate examination held in December of that year and those registered up to and including the month of August in a year are eligible to appear in the Intermediate examination held in June of next year.
Subjects
Group I
General and Commercial Laws (IGCL)
Company Accounts and Cost & Management Accounting (ICA&CMA)
Tax Laws (ITL)
Management Information Systems and Corporate Communication (IMIS&CC)
Group II
Company Law (ICL)
Company Secretarial Practice (ICSP)
Economic, Labour and Industrial Laws (IELIL)
Securities Laws and Regulation of Financial Markets (ISLRFM)
A candidate can get exemption for some individual papers on the basis of qualification
Company Accounts and Cost & Management Accounting (ICA&CMA) - Master of Corporate Secretaryship/M.Com./M.B.A (with Accountancy as one of the subjects at B.A (C.S)/B.Com. level with full paper in Cost Accounting/Management Accounting/Financial Management at Master of Corporate Secretaryship/M.Com./M.B.A. level and must have secured fifty per cent marks in the subject concerned of a recognised university is exempted from this subject .
General and Commercial Laws (IGCL) - A degree in Law or Master of Corporate Secretaryship is exempted from this subject.
Tax Laws(ITL) - Master of Corporate Secretaryship is exempted from this subject.
A Candidate who has passed the Final examination of the ICWAI is eligible to seek exemption from the following papers of Intermediate examination under a reciprocal arrangement existing at present between the two Institutes- Company Accounts and Cost & Management Accounting (ICA&CMA), Tax Laws(ITL)in the intermediate level. Financial, Treasury and Forex Management, Direct and Indirect Taxation - Law and Practice in the final level.

Final course
A student is admitted to the Final examination only after a minimum period of nine months after passing intermediate examination. The examinations are conducted twice a year in June and December. Last date for enrolment applications for the final examination is 25th March (with late fee of Rs. 100, 9th April) for June examination and 25th September (with late fee of Rs. 100, 10th October) for December examination.
Subjects
Group I
Advanced Company Law and Practice (FACLP)
Secretarial Practice relating to Economic Laws and Drafting and Conveyancing (FSPELDC)
Secretarial Management and Systems Audit (FSMSA)
Group II
Financial, Treasury and Forex Management (FFTFM)
Corporate Restructuring-Law and Practice (FCRLP)
Banking and Insurance-Law and Practice (FBILP)
Group III
WTO-International Trade, Joint Ventures and Foreign Collaborations (FWTO)
Direct and Indirect Taxation-Law and Practice (FDITLP)
Human Resource Management and Industrial Relations (FHRMIR)

Training
The CS course is complete after students have undergone 16 months practical and modular training in order to apprise the students with the functioning of the Corporate Sector and to create a cadre of professional Company Secretaries having a sound theoretical base and practical exposure to serve trade and industry effectively, both as a part of the management team as well as independent practicing professionals.

Placements And Prospects
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.
Liberalisation and globalisation 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.
Th Employment Avenues for a Company Secretary can be any of the following
Small firms usually employ company secretaries on retainership basis for professional advice and support e.g licences, registrations, loans, taxes, partnership deeds etc. There is plenty of scope for specialisation and moving into general management and administration at the highest level in business houses or CS firms. The job positions begin with Junior Secretarial officer, Company Secretary, to Financial Advisor.
Membership of the Institute is the only prescribed qualification which a person must possess for appointment as company secretary in such a company. Even in the case of a company having a paid-up share capital of less than Rs 50 lakh, if it appoints a secretary, he/she should possess one of the prescribed qualifications, which include having passed the Intermediate Examination of the Institute. Also, all companies seeking listing on stock exchange are required to have a full-time qualified company secretary.
Membership of the Institute has been recognised by the Ministry of Education, Government of India, for appointment to superior posts and services under the Central Government. It is also one of the essential qualifications for recruitment to Grades I to IV in the Accounts Branch of the Central Company Law Service of the Department of Company Affairs. Specialists in banks in the fields of Finance, Accounts, Law and Merchant Banking.
Almost every kind of organisation whose affairs are conducted by boards, councils and other corporate structures, be it a company, cooperative society, trust, society, association, federation, authority, commission, board or the like, finds it useful to appoint a person who holds the qualification of company secretaryship in key administrative positions. Department of Personnel and Administrative Reforms of the Central Government empanels company secretaries for assignment of Indian experts to the developing countries of Asia, Africa and Latin America.