What is Company Secretaries?
Company Secretaries is a term used to mean a profession as well as the course (field of study).
Company Secretaries - a Profession
Lawyers are engaged in the legal profession, doctors in the medical profession. Similarly company secretaries are engaged in the Company Secretaries profession.
Corporate Law, Company Secretarial Services are the core areas dealt with by company secretaries. They area also capable of expert level services in the areas of Corporate Finance, Capital Market Services, Personnel Management, etc.
Company Secretaries - a course
Law is a course that candidates pursue to become lawyers. Medicine is a course that aspirants to the medical profession pursue. Similarly, prospective company secretaries pursue the Company Secretaries course.
The Company Secretaries course is designed and conducted by the body that regulates the profession. The course generally consists of a mix of theoretical study and practical training.
Who is a Company Secretary?
A Company Secretary (CS) is a professional accountant by virtue of his/her being a member of the professional body of accountants conducting the company secretaries course.
Company Secretaries carry on professional practice as Company Secretaries either individually or as a firm (in partnership with other cost accountants). They are mostly found working as employees/consultants in organisations. Some carry on professional practice and work as employees/consultants in organisations part time.
CS - Designation and Functions performed
Designation for these professionals » CS :: Company Secretary
Statutory Functions performed by Company Secretaries only
The law places certain conditions on the performance of certain functions. Where the law requires that a particular function be performed only by a certain professional, it should be so. Such functions are what we call statutory functions.
| 1. | Under Sec 383 of the Companies Act 1956 every company with a paid up share capital of Rs 2 crore or more as prescribed by the central government are statutorily required to appoint a whole time company secretary who is a member of the ICSI. |
| 2. | Every company not required to employ a whole time secretary and having a paid up share capital of Rs. 10 lacs or more shall file with the Registrar a certificate from the secretary in whole time practice as to whether the company has complied with all the provisions of the Companies Act. |
| 3. | All companies seeking listing on stock exchanges are required to have a whole time qualified company secretary. |
| 4. | Pursuant to Provision VII of Clause 49 of the Listing Agreement, Practicing Company Secretaries have been authorised to issue Certificate regarding compliance of conditions of Corporate Governanance as stipulated in the clause. |
| 5. | Pass in Intermediate examination of the Institute is one of the alternative qualifications prescribed for appointment of company secretary in companies having a paid up share capital of less than Rs. 50 lakhs. |
| 6. | Practice: Under Sec 161 of the companies Act, the annual return of a listed company is compulsorily required to be signed by a whole - time practicing company secretary. |
Where the specialised knowledge of the professional would be very much crucial in performing the function, we find that they are performed only by the relevant professionals.
Functions performed by all Professional Accountants
CS - Company Secretary Field
To have an understanding on what a company secretary is and what he/she does, we have to understand some relevant aspects which are explained below.
Business Establishments - Different forms of ownership
An entrepreneur having a very good business idea (establishing a large departmental store at your place) requiring an investment of Rs 2 crores can establish it in a number of different ways based on the financial and other resources at his/her disposal.
Sole Proprietory
If the entrepreneur has all the money needed or if he/she can raise the required money through loans on his/her own, the business can be established as his/her own. The person establishing the business is called the Sole Proprietor. Everything is his/her own. He/She takes all the risk/gain.
If business is required to be wound up on account of losses and if the business assets are not sufficient to clear the business debts, the entrepreneur has to repay the remaining debts by selling off his/her personal assets.
The entrepreneur has to take personal responsibility for the debts of the business. He/she cannot say they are business debts and I am not responsible for them personally. The entrepreneur's liability is unlimited.
Partnership
If the entrepreneur on his/her own cannot invest the total amount, but a few (say 10) of his/her friends together can raise the capital and loan to the required extent, they can do the business together. In this case all of them together are the owners of the business and together they are called the partnership firm. It is the firm which owns this business. The firm is a collective identity for all of them together.
Even in this case, if the business is wound up and the assets of the business are not sufficient to clear the debts of the firm, each partner has a joint and several responsibility to clear the debts of the firm using his private estate. The responsibility of the partner is joint (i.e. responsibility to clear his proportionate share of the un cleared debts) as well as a several (i.e. responsibility to clear all the unpaid debt of the firm in case the other partners do not have enough private assets to clear their share). This responsibility accrues to a partner irrespective of his share (i.e. a partner with a very minute share say 1% may be needed to take up the total responsibility if so required.
Need for looking at alternate business forms
If the entrepreneur cannot pool up the resources from a few persons and intends to raise the resources from many more persons he/she cannot form a partnership. There is a restriction on the maximum number of members in a firm (20 for normal business and 10 in case of banking business). If entrepreneur intends to collect capital from more than 20 he/she has to look at alternative business forms.
Co-operative Society
If the existence of the business itself is beneficial to the prospective customers apart from the fact that it generates profits, it would be possible for the entrepreneur to convince the prospective customers into investing in the business.
Members - Share Capital
Since the entrepreneur cannot raise the investment on his/her own he/she would call for investments in a cooperative society from the prospective customers. Investors in such a form of business are called members of the society. The amount of investment is called their share capital. Even people capable of investing small amounts can become members.
The utility derived from the existence of business would be the primary factor driving the prospective customers into investing, as this form of organisation does not allow for distribution of profits. Profits can only be utilised for improving the services to the investing customers.
An artificial juridical person
The society is an artificial person who owns the business. The society can sue and be sued on its own name. If some one owes money to the business run by the society, it can file a suite in the court of law. In such a case the society becomes the plaintiff and the person who owes money the respondent. If the society owes money to some one that person can move the court asking for justice. In such a case the person becomes the plaintiff and the society the respondent.
Members - Limited Liability
All the assets, all the profits earned, etc., belong to the society and all the risks of the business are totally borne by the society. The members of the society are not personally liable for the debts of the organization (society) unless they have given a personal guarantee. The maximum loss to the members investing would be the amount of investment they have made. Thus their liability is said to be limited. Limited to the extent of their share capital.
Bye Laws - Co-operative Societies Act
Because of the involvement of investments of many people, the rules and regulations governing the activities of the society are clearly framed and laid out at the time of formation of the society, which are called the bye laws of the society. The bye laws express what the society can/should do and what it cannot/should not do.
Since there is an involvement of investments of lot of people, the government also takes responsibility to ensure that the operations of the organisation are proper and no one is cheated. For this reason, the society is also governed by the provisions of the Societies Act enacted by the government, within whose frame work it has to work.
Secretary
Since a society is an artificial person and has an identity recognized by the court of law it is called an artificial juridical person. Since the society is artificial it has to have some one who takes care of ensuring that every thing being done is as per the bye laws of the society and within the legal frame work. This person is called the "secretary" of the society.
A secretary of the society is in a way a live form of the artificial entity. The society has a seal (which is like the signature) which is to be authenticated (every time it is used) by a relevant person like the secretary.
Company
The disadvantage with a society is that the profits of the business cannot be distributed among members in cash. They can only be utilised for the benefit of the members.
The people willing to invest may not always be the ones who would benefit out of the existence of the business. In such cases, they can be motivated into investing only if profits are distributed to them. In such situations, the business organisation can be established in a form that is similar in working to that of a society with no restriction on distributing profits to members. Such a form of organisation is called a "Company".
Share Capital - Share Holders
The Company form of organisation enables the entrepreneur to raise capital through contributions from many people in small amounts even and establish the business. The investors are called Share holders and their investment is called the share capital.
Distribution of profits - Dividends
Profits made by the company can be distributed to the share holders in cash or in any other form. Such distribution of profits is called payment of dividend.
Limited Liabililty
The business is owned by the company and the company is responsible for all the debts and liabilities. The share holders of the company are not personally liable for the debts of the organization (company ) unless they have given a personal guarantee. The maximum loss to the share holders would be the amount of their share capital. Their liability is said to be limited. Limited to the extent of their share capital.
Artificial Juridical Person
A company is also an artificial juridical entity which owns the business. It can sue and be sued on its own name. It has a seal which acts like its signature.
Memorandum and Articles - Companies Act
Since the investment related to many persons is involved all the rules and regulations in relation to the company are put down in a written form. The documents containing such rules/bye-laws are called the memorandum and articles of association of the company.
Since the investments relating to many are involved the government also takes responsibility to ensure that the operations of the organisation are proper and no one is cheated. Every company is also covered by the provisions of the Companies Act, enacted by the government and has to work within the provisions of that act.
Company Secretary
Since the company is also an artificial person it also should have some one who takes care of ensuring that every thing being done is as per the memorandum and articles of association of the company and within the legal frame work of the companies Act.
This person is called the "secretary" of the company. Under Sec 383 of the Companies Act, every company with a paid up share capital of Rs 2 crores or more as prescribed by the central government are statutorily required to appoint a whole time company secretary who is a member of the ICSI.
CS - representative/custodian of the body corporate
The major function of the company secretary is to act a custodian to the company. He/She is entrusted with the responsibility of ensuring that the operations are within the purview of the memorandum and articles as well as the companies act. He/she is the custodian of the artificial person, the company.
Though the custodian of a society is also called a secretary, the profession of CS is more related to companies.
Becoming a Company Secretary - Course Structure
There are two entry levels for this course.
- A student pursuing the course after 10 + 2/Senior Secondary/intermediate has to start at the Foundation Programme level.
- A student starting the pursuit after graduation (10 + 2 + 3) can start at the Executive Programme Level directly.
FP - Foundation Programme
[7 subjects arranged into
4 papers of 100 marks each.]
4 papers of 100 marks each.]
↓
EP - Executive Programme
[11 subjects arranged into 2 modules
of 3 papers of 100 marks each.]
of 3 papers of 100 marks each.]
↓
PP - Professional Programme
[15 subjects arranged into 4 modules
of 2 papers of 100 marks each.]
of 2 papers of 100 marks each.]
↓
Licenciate ICSI
Temporary Status till membership is acquired.
(This is not a kind of membership)
(This is not a kind of membership)
↓
Pre Membership Training
The 16 month training includes
§ TOP - Training Orientation Programme for 5 days
§ ADP - Academic Development Programme for 25 hours
§ SMTP - Secretarial Modular Training Programme for 15 days
↓
Associate Membership
↓
Post Qualification Courses
[Optional]
Prospects, Special Government Services for Company Secretaries
Employment
Executive/Accounting/Managerial Positions
In areas where the employer is looking for people with knowledge, ability and intelligence all the three professionals may be considered to have same standing.
However it is up to the employer to decide which one best suits his need. Therefore even in such cases you would see that there is a specific preference for a CA over CWA/ICWA in some cases or a CWA/ICWA over a CA in other cases.
Such jobs or positions where people with professional accounting knowledge are needed are what you would be generally coming across as Financial Manager, Finance Director, Financial Controller, Chief Accountant, Cost Controller, Marketing Manager, Chief Internal Auditor, Managing Director etc.
Special Government Services
Membership of the institute is 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.
Statutory Opportunities
Companies are required to employ Company Secretaries to comply with the Statutory requirements.
| 1. | Under Sec 383 of the Companies Act 1956 every company with a paid up share capital of Rs 2 crore or more as prescribed by the central government are statutorily required to appoint a whole time company secretary who is a member of the ICSI. |
| 2. | All companies seeking listing on stock exchanges are required to have a whole time qualified company secretary. |
| 3. | Pass in Intermediate examination of the Institute is one of the alternative qualifications prescribed for appointment of company secretary in companies having a paid up share capital of less than Rs. 50 lakhs. |
Private Practice
A qualified professional can set up his/her own private practice as a practicing company secretary. Apart from the statutory opportunities that would be available to a company secretary, one can play the role of a consultant for any organisation relating to the functions of accounting, taxation, auditing, cost management etc.
Statutory Opportunities
The following statutory opportunities are also available to practicing Company Secretaries
| 1. | Every company not required to employ a whole time secretary and having a paid up share capital of Rs. 10 lacs or more shall file with the Registrar a certificate from the secretary in whole time practice as to whether the company has complied with all the provisions of the Companies Act. |
| 2. | Pursuant to Provision VII of Clause 49 of the Listing Agreement, Practicing Company Secretaries have been authorised to issue Certificate regarding compliance of conditions of Corporate Governanance as stipulated in the clause. |
| 3. | Under Sec 161 of the companies Act, the annual return of a listed company is compulsorily required to be signed by a whole - time practicing company secretary. |
| 4. | A company secretary in practice is recognised to issue compliance certificates and attest documents under
|
Further Academic Pursuits for Company Secretaries
Courses Conducted by Universities
The Company Secretaries course is recognized as equivalent to post graduate qualification in commerce by a number of universities and government bodies.
Bachelor Degree holders who have qualified in these professional courses are eligible for registration as M. Phil and Ph. D candidates in commerce and allied disciplines.
Post Qualification Courses Conducted by Institute ICSI
The institute conducts courses for the members of the institute i.e. these courses are post qualification. Only those who have the requisite qualification to become members are eligible for getting admitted to these courses.
These are courses which enables a member to specialise in areas related to the profession.
- PMQ - Post Membership Qualification course in Capital Markets & Financial Services
About the Institute ICSI
From 1960 to 1968, the company law board registered the students, conducted company secretaries examination, provided practical training facilities and issued Government Diploma in company secretaryship to qualified candidates.
Establishment of ICSI - Institute of Company Secretaries of India
The ICSI was formed as a company on 4th October 1968 to take over these functions from the government. It was converted into a statutory body with effect from 1.1.1981 under the "The Company Secretaries Act, 1980", passed by the parliament.
Management of the Institute
The Institute is a statutory body working under the jurisdiction of the Ministry of Company Affairs, Government of India.
The Company Secretaries profession is regulated by a council in accordance with the provisions of "Company secretaries Act, 1980". The council consists of 12 elected members and four nominees of the Central Government.
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