Industrialisation has resulted in phenomenal growth and expansion of the corporate sector. Growing specialisation in most spheres of modern corporate functioning requires the services of a professional to co-ordinate with the various departmental functionaries of the organisation and advise the Board of Directors and other functionaries about statutory requirements and compliance of company legislation. A company secretary is a functionary who is solely responsible to carry out finance, accounts, legal, administrative and personnel functions in addition to his secretarial duties.
Nature of Work
With the new World Trade Organisation (WTO) regime in effect from 2005, professional bodies like Company Secretaries, have to work as per the new regime. The changing global economic scenario has put forth fresh demands on the role of a company secretary.
The training too has been revamped with inputs in IT, international trade and commerce, corporate restructuring, Banking and Services, Laws, Joint ventures and Foreign collaborations. The evolving role of the CS is that of a corporate manager. The traditional role, however, will continue which is detailed in the following paragraphs.
A Company Secretary has been recognised by various enactments as one of the principal officers of the company. Knowledge and training acquired by him makes him versatile to carry out various functions in Finance, Accounts, Legal and Personnel Administration in addition to his own secretarial duties and responsibilities. In fact, his role starts from the very moment when the idea of formation of a company is conceived. The role of a company secretary is one that places him in a unique position vis-a-vis the Board of Directors. Company secretary is the officer who is the company’s chief administrator. However, a company secretary’s actual function varies from company to company.
Company Secretaries, in both public and private companies, deal with aspects of management which relate to the company as a legal entity. They keep the company's records; complete the company’s tax returns; advise the Board of Directors of their legal obligations. It is the responsibility of company secretaries to see that companies comply with statutory legislation. They need to understand the relevant aspects of the law, keep up with changes, and be familiar with any legislation affecting company business including international legislation if a company operates overseas. They arrange company meetings, collecting and compiling information for them and recording the decisions. They are also the link between the share-holders and management, and convene the annual general meeting. In many companies, the company secretary has a direct legal or financial function and is often involved in personnel management. Company Secretaries are administrators who assist in management, planning and the general running of the company.
The responsibilities of a company secretary in a large or medium firm include incorporation, public issues including listing of shares and debentures, processing of applications for managerial appointments, remuneration, inter-corporate investments and loans, conduct of Board and general meeting and maintenance of records, filing returns under companies act and corporate laws, preparation of project financing, acting as internal legal advisor and representative when needed.
As responsibilities and needs of the job have grown, the role has been established on a more professional basis. Many company secretaries in private companies have legal qualifications and are members of the Institute of Company Secretaries. Small firms usually employ company secretaries on retainer ship basis, who perform all the tasks which require professional advice and support e.g licences, registrations, loans, taxes, partnership deeds etc.
Work Environment
It is essentially an office-based job, combining a vast amount of documentation with a good deal of discussion in committees and meetings.
Personal Characteristics
Company secretaries should be organized and must have the capability to deal with a number of problems at the same time. Ability to understand complex and technical issues in a clear unbiased manner, and an excellent command of written and spoken English is essential. Company secretaries hold key positions, attending board meetings and have access to top level plans and secrets; they must therefore exercise tact and discretion and be loyal to the company. Competence with numbers is needed.
Employment Avenues
After the training, company secretaries may work with business houses or CS firms. Opportunities for company secretaries are considerable, as the skills they have are required by many organisations and there is plenty of scope for specialisation and moving into general management and administration at the highest level.
The job positions begin with Junior Secretarial officer, Company Secretary to Financial Advisor.
Statutory recognition
According to Section 383 A of the Companies Act. 1956, companies having a paid-up share capital of Rs. 50 lakhs or more are statutorily required to appoint a whole-time company secretary. 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 lakhs, if it appoints a secretary, he 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 whole-time qualified company secretary.
Other recognition
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. The Indian Banks Association has also recommended to banks for appointment of company secretaries as specialists 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. Besides, Department of Personnel and Administrative Reforms of the Central Government em panels company secretaries for assignment of Indian experts to the developing countries of Asia, Africa and Latin America.
A freshly qualified candidate may, therefore, find an opening as a company secretary or Assistant company secretary or an intermediate level, administrative position depending upon the size of the organisation. However, by becoming a company secretary or senior executive of the organisation, he does not necessarily reach the zenith of his career. By virtue of his academic background, professional expertise, initiative and drive, he is aptly suited to become a member on the board or the governing body of any organisation. Department of Public Enterprises, Government of India, State Governments, Stock Exchanges,Depositories( as auditors) , Nationalised Banks include names of senior company secretaries on their panel for members of advisory committees. Many senior members have become Chairman, Managing Directors, whole-time Directors in many companies.
Self employment (practice)
A member of the Institute may also practice after obtaining a certificate of practice from the Institute provided in the Company Secretaries Act. The Act [section 2(2)] provides that a company secretary in practice may be called upon to arrange the promotion, formation and incorporation of a new company or amalgamation, reorganisation or winding up of others. He may act as authorised representative of a company with respect to filing, registering, presenting, attesting or verifying any document (including forms, applications and returns) by or on behalf of the company. He may also act as a share transfer agent and issue house, a share and stock broker a secretarial auditor or consultant or an advisor to a company on management including any legal or procedural matter falling under Companies Act 1956 and various other Corporate laws. As per the Companies Amendment Act 1988 the annual returns of all the listed companies in India are required to be signed by a Company Secretary in whole-time practice in addition to the authorised officials of the company. He appears as an authorised representative before Company Law-Board, Income Tax Appellate Tribunal, MRTP Commission, Consumer Forums, Customs and Excise Appellate Tribunal on behalf of the clients. The services of Company Secretary in practice have been recognised under the Companies Act, Wealth Tax Act, Income Tax, Act, MRTP Act, Consumer Protection Act, Securities Contracts Regulation Act, SEBI Guidelines for Disclosure and Investor Protection, Trade and Merchandise Marks Act, Exports and Imports Policy and Procedure, Foreign Exchange Regulation Act, Central Excise Act and Customs Act etc.
The Company Secretarys qualification has been recognised by some of the universities in India for the purposes of admission to the Ph.D. course. A few of the universities have also recognised the company secretaries qualification for the purpose of appointment as lecturers. The Institute also appoints its members to act as part-time examiners to evaluate students' response sheets under its postal tuition scheme or as part-time lecturers for its various oral tuition centres. The members are also given various academic assignments such as preparation, revision/review, etc. of postal coaching material. Many professional institutes and educational bodies also consider utilisation of the services of company secretaries on full or part-time basis for academic or research assignments in the fields of accountancy, law or management as very useful.
