Company Secretary (CS) is a well-known course in India. Work as a Company Secretary is not only prestigious and financially rewarding, but it also provides a high level of job satisfaction. The Company Secretary is an in-house legal expert, a compliance officer for the company, and a specialist in corporate law, securities law, corporate governance, and capital market legislation.
Employment of Company Secretary
- Companies with a paid-up share capital of Rs. 10 crores or more are required, under Section 383Aof the Companies Act, 2013, to appoint a full-time Company Secretary.
- Rule 8 Aof the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 mandates the appointment of a whole-time Company Secretary for a private company with a paid-up share capital of ten crore rupees or more.
- Regulation 6(1) under the SEBI Listing Regulations, 2015lays down that a listed entity must appoint a competent Company Secretary as the Compliance Officer. [Note: This clause does not apply to units issued by mutual funds that are publicly traded on a recognised stock market.]
- The disclosures made by the large corporations to the stock exchanges with respect to the issuance of debt securities must be certified by both the Company Secretary and the Chief Financial Officer (CFO) of the large corporations, according to the SEBI guidelines for fundraising by the issuance of debt securities by Large Corporates.
- All companies wishing to list on the stock exchange must hire a full-time Company Secretary. Membership of the Institute is recognised for appointment to senior positions and services in the Central government.
- Membership in the Institute is a recognised qualification for recruitment into the Indian Company Law Service’s Accounts branch from Grade I to Grade IV.
- Almost every type of organisation whose operations are managed by boards, councils, or other types of associations, federations, authorities, commissions, or any such similar organization finds it beneficial to appoint a Company Secretary in a crucial administrative role.
Opportunities for CS in India
There are opportunities for a qualified Company Secretary in both employment and as a practising independent professional.
Members of the Institute can practise independently after receiving a ‘Certificate of Practice’ from the Institute.
- Any firm with a paid-up share capital of Rs. 10 lakh or more but less than Rs. 10 crores must employ the services of a Secretary in full-time practice and this compliance certificate has to be issued by a practicing CS .
- Practising Company Secretaries have been authorised to issue certificates regarding compliance with the conditions of Corporate Governance as required in Clause 49 of the Listing Agreement.
- The Company Law Board, Securities Appellate Tribunal, Competition Commission, Telecom Dispute Settlement and Appellate Tribunal, Consumer Forums, Tax Tribunals, and other tribunals have authorised practising Company Secretaries to represent the parties before them.
- The Reserve Bank of India acknowledged practising Company Secretaries to undertake due diligence reports for banks.
- In practice, a Company Secretary is authorised to issue certificates and attest documents under the following statutes and regulations:
One of the major areas, secretarial audit, is unquestionably a thorough representation of the legislature’s and government’s reliance on the Company Secretaries to inculcate corporate discipline and ensure compliance with legislation.
- Companies Act, 2013 (Section 204)
Under Section 204, companies are required to obtain a Secretarial Audit Report from the Company Secretary in case of :
- Every listed company.
- Every public company with a paid-up share capital of 50 crore rupees or more.
- Every public company with a turnover of 250 crore rupees or more.
- SEBI (LODR) Regulations, 2015
Under Regulation 24A, every listed entity and its material unlisted subsidiaries incorporated in India must conduct a Secretarial Audit and annex a Secretarial Audit Report and Annual Report, given by a Company Secretary in practice, in such form as may be specified.
Company Secretaries who have passed the necessary examinations, have a prescribed number of years of experience, are enrolled with an Insolvency Professional Agency, and are registered with the Insolvency and Bankruptcy Board of India (IBBI) as Insolvency Professionals, can take up matters relating to corporate insolvency resolution as interim resolution professionals/resolution professionals, as well as voluntary liquidation cases. In a resolution process, they can also act as an authorised representative for a class of creditors at a meeting of the Committee of Creditors.
When a company’s stocks, shares, debentures, securities, or other assets are to be valued, they must be valued by a person with the stipulated qualification and experience and who is registered as a valuer in the manner and on the terms and conditions as prescribed. Under the Companies (Registered Valuer and Valuation) Rules, 2017, a Company Secretary is recognised as a Registered Valuer for the asset class ‘securities or financial assets.
Company Secretaries provide value-added services to trade and industry by functioning as extended arms of regulatory mechanisms, with their expertise in the interpretation of laws and skills in tackling and managing regulatory compliances under GST. Enrollment as a GST practitioner is open to anyone who has passed the CS final exam. Company Secretaries can assist business entities in interpreting GST laws and effectively discharging various GST compliances while performing activities such as tax planning, maintaining GST records, drafting legal documents such as responding to show cause notices, conducting impact analyses, and so on.
Corporate law expert
A CS can assist in the following corporate laws advisory services:
- Companies Act, 2013;
- SEBI Act, 1992;
- Securities Contracts (Regulation) Act, 1956;
- Depositories Act, 1996;
- Cyber laws;
- Environmental and pollution control laws;
- Foreign Exchange Management Act, 1999;
- Industrial and Labor Laws;
- The Cooperative Societies Act, 1912;
- Competition Act, 2002;
IPRs, WTO services and international trade
CS can provide advice on matters relating to:
- IPRs under the TRIPs Agreementof the WTO;
- Foreign trade policy and procedures (also issuing certificates thereunder);
- Anti-dumping, subsidies & countervailing duties;
- Acting as a registered agent of trademarks;
- Licensing of intellectual property and drafting of agreements;
- Protection, management, audit and valuation of IPRs.
Company Secretaries have the authority to represent in the following:
- National Company Law Tribunal;
- National Company Law Appellate Tribunal;
- Competition Commission of India;
- Competition Appellate Tribunal;
- Securities Appellate Tribunal;
- Registrar of Companies and Regional Directors;
- Telecom Disputes Settlement and Appellate Tribunal;
- Tax Authorities;
- Authorities under Real Estate (Regulation & Development) Act, 2016.
Companies in the prescribed class or classes are required to appoint an internal auditor to perform internal audits of the company’s duties and activities. [Section 138 read with Rule 13 of Companies (Accounts) Rules, 2014]
CS in practice is authorized to undertake an internal audit of the following:
- Credit rating agencies;
- Portfolio managers;
- Stock brokers/clearing members/trading members;
- Registrar and share transfer agents (RTAs);
- Internal audit & concurrent audit of depository participants;
- Annual compliance audit of research analyst;
- Reconciliation of share capital audit;
- Yearly audit of investment advisors.
Issue of shares and other securities
Company Secretaries can assist in the following:
- Due diligence;
- Advisor/consultant in the issue of shares and other securities;
- Drafting prospectuses/offers for sale/letters of offer/other documents related to the issue of securities and obtaining various approvals;
- Private placement of shares and other securities;
- Buy-back of shares;
- Raising of funds from international markets ADR/GDR/FCCBs/FCEBs/ECB.
Company Secretaries can help in the corporate restructuring in the following ways:
- Assist in joint ventures and foreign collaborations;
- Creating joint ventures and wholly-owned subsidiaries in other countries;
- Ensure that the takeover regulations and other related regulations are followed;
- Ensure that the prohibition of Insider Trading Regulationsis followed.
Services in finance, accounting, and taxation
Company Secretaries can provide finance, accounting, and taxation services in the following ways:
- Budgetary controls
- Determination of the appropriate capital structure
- Feasibility Studies and project reports
- Tax management, tax planning, returns and reports under Income-Tax, GST and other taxation laws.
Arbitration and Conciliation agreements
- Assisting in commercial disputes.
- Acting as an arbitrator or conciliator in commercial issues both domestically and internationally.
- Drafting the Arbitration and Conciliation Agreements.
Advisory role of CS
CS is also entrusted with the role of advising matters relating to:
- Compliance management;
- Intellectual property rights;
- Risk management;
- Corporate restructuring;
- Business policy, strategy, and planning;
- Agreements & MoUs;
- Corporate Social Responsibility and Sustainability Reporting;
- Taxation issues etc.
Other roles performed by a CS of the company
- Ensuring that Corporate Governance obligations, such as the Companies Act, its rules, Secretarial Standards, and other applicable legislation are followed.
- Assisting and advising the Board of Directors in the company’s operations.
- Assisting in the convening of meetings, as well as attending Board, Committee, and General Meetings.
- Obtaining necessary authorization from the Board of Directors, shareholders, and regulatory agencies.
- Representing clients in front of various regulators and authorities.
- Drafting of legal documents..
Opportunities for CS abroad
Many Company Secretaries are already employed in countries such as the United States, Canada, the United Kingdom, Singapore, Malaysia, Thailand, Australia, New Zealand, the Middle East, and Africa. The companies have recognised their professional skill sets with their research and legal bend of mind. CS also possesses analytical skills and managerial capabilities.
Following the globalisation of services through the WTO and GATS, opportunities for practising Company Secretaries are emerging in several nations. India has signed bilateral Comprehensive Economic Cooperation Agreements with Singapore, Malaysia, Thailand, and Mauritius, among others.
These agreements recognise Company Secretaries as professionals who can freely move across borders. The Chartered Governance Institute UK and Ireland (CGI) and ICSI have signed a Memorandum of Understanding (MoU). On specific conditions, this MoU recognises the Company Secretaries of both countries. Mutual recognition agreements between the ICSI and institutes controlling the profession in several other countries have been set in action as part of India’s globalisation and comprehensive economic cooperation initiatives. Company Secretaries will have access to the other parts of the world as a result of these agreements.
MOU with ICSA, London
- After meeting the high standards of examination and appreciating each other’s activities in promoting the best practices in Company Secretaries and professional education and administration, the ICSI and the Chartered Governance Institute UK and Ireland signed an MOU that provides for reciprocal exemptions on a mutual basis.
- Members of ICSI are exempted from passing 14 of the 17 papers and must pass the following three core papers to become an CGI member:
- Corporate Secretaries;
- Corporate Law;
- Corporate Administration.
- The MOU is available to members of the Institute of Company Secretaries of India who have been in good standing for at least two years.
MOU with CISI, London
- ICSI and the Chartered Institute for Securities and Investment(CISI), London, have signed a Memorandum of Understanding (MOU) under which ICSI will, among other things, offer certain CISI units in capital markets, commodity markets, wealth management, fund management and investment banking as electives to its students as well as members. Apart from a globally recognised qualification, this will give students exposure to the securities and investment industry.
- ICSI students who have completed the ‘Executive Program’ have been granted specific recognitions by CISI, which will help them acquire the ‘International Investment Administration Qualification (IAQ)’.
- CISI has also recognised the membership of ICSI for automatic membership of CISI at the associate level (ACSI). Senior ICSI practitioners in the securities and investment industry would be entitled to apply for membership (MCSI).
MOU with Malaysian Institute of Chartered Secretaries and Administrators (MAISCSA)
- ICSI and the Malaysian Institute of Chartered Secretaries and Administrators(MAICSA) have signed a Memorandum of Understanding. Students and members will benefit from the MOU by being able to attend training programmes, exchange course materials, and participate in research projects.
- The ICSI is the only organisation in the world that has created Secretarial Standards to offer uniformity to the various secretarial techniques used by corporate boards of directors. The Government of India has ordered that all enterprises follow SS-1and SS-2 under Section 118(10) of the Companies Act, 2013. The Malaysian Association of Company Secretaries (MAICSA) has adopted the ICSI Secretarial Standards to measure its Standards. MAICSA’s principal aims are to promote, improve, upgrade, and advance the professional standing of company secretaries in Malaysia.
While striving for academic and professional excellence among its major stakeholders, namely students and members, ICSI aspires to extend opportunities for governance professionals not only within the country but also outside. In this regard, the ICSI engaged with UK NARIC, the UK’s National Agency for providing informed advice and guidance on vocational, academic, and professional qualifications from over 190 countries worldwide to conduct an independent benchmark study and assess the comparability of the Company Secretaryship Course’s Executive and Professional Programs in the UK and UAE education systems.
Other opportunities for a CS abroad
A CS can also do the following abroad:
A person who has a qualification of both CS and lawyer is acquainted with the legal and financial implications between the parties and can even help out the parties with the contract drafting. Contract drafting has a lot of scopes abroad. Scope of earning via drafting ranges between USD 10-300 and differs on work to work basis.
Another great opportunity for a CS is content writing. A CS can make an efficient profession in content writing by writing on law and financial subject matters. Content writing has a lot of scope outside India, and someone interested must look into this field. You can earn between USD 10-50 per article.
A CS can also find work on Upwork and Fiverr, one can find an opportunity that relates to compliance or vetting various company-related documents and drafting and negotiating, and even being part of the drafting of minutes of any AGM or other meetings. Even more so, these clients are open to providing at least $30-$50 for a one-time work of vetting documents, asking for suggestions to certain compliance-related clauses in agreements, etc.
Payscale/ salary of Company Secretary
Company Secretaries earn a satisfactory salary in a variety of industries. Most organisations pay more for Company secretaries that are highly skilled and experienced. The Company Secretary’s average salary structure is given below.
|Job Profile||Starting Salary per annum (in INR)||Mid Level Salary per annum (in INR)||Senior Level Salary per annum (In INR)|
|Company Secretary||Rs. 3,00,000||Rs. 6,00,000||Rs. 9,00,000 – 12,00,000|
|Legal Advisor||Rs. 3,00,000||Rs. 4,00,000 – 5,00,000||Rs. 10,00,000|
|Principal Secretary||Rs. 3,00,000||Rs. 6,00,000||Rs. 9,00,000 – 12,00,000|
Salary of CS based on experience
|Experience||Annual average salary of CS|
|0-1 year||INR 119,195 – INR 805,366|
|1-4 years||INR 232,260 – Rs 770,450|
|5-9 years||INR 302,012 – Rs 1,468,135|
|10-19 years||INR 380,000 – INR 2,440,000|
|20 years or more (highest salary of CS in India)||INR 1,768,743 – INR 1,924,279|
Considering the number of opportunities open for a CS, it definitely has a lot of scope in India as well as abroad. One can choose this field based upon their interest and join in any of the fields given above.