CS Preferred Course

CS: A Preferred Professional
October, 2022
© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

All rights reserved. No part of this Publication may be translated or copied in any form or by any
means without the prior written permission of The Institute of Company Secretaries of India.
DISCLAIMER
Although due care and diligence have been taken in preparation of this Publication, the
Institute shall not be responsible for any loss or damage, resulting from any action taken on
the basis of the contents of this Publication. Anyone wishing to act on the basis of the material
contained herein should do so after cross checking with the original source.
Published by:
THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
ICSI House, 22, Institutional Area, Lodi Road,
New Delhi 110 003
Phones : 011-4534 1000, 4150 4444 • Fax +91-11-2462 6727
E-mail [email protected] • Website www.icsi.edu
INDEX
Particulars Page No.
The CS Profession 1
CS: A Preferred Professional 28
Emerging Areas and Role of Company Secretary 41
Brief Guide to Recognitions for the Profession 70
Opportunities and Challenges for the Profession 102
Code of Conduct for Company Secretaries 116
Way Forward for the Profession 131
(iii)
PREFACE
Our aim may be as high as the endless sky, but

we should have a resolve in our minds to walk
ahead, hand-in-hand, for victory will be ours.
- Shri Atal Bihari Vajpayee
In its journey of more than five decades, the profession of Company Secretaries has
achieved highest of milestones and made a mark in the corporate sector as an epitome
in promoting good Corporate Governance. Today, each Company Secretary is the face
of good governance and an ambassador of the Profession.
The knowledge and skills that a Company Secretary possesses and acquires during his
professional journey make him highly competent to handle complex corporate situations.
The indepth understanding of a Company Secretary synthesizes wide spectrum of available
opportunities including corporate, economic, financial, commercial, industrial and allied
laws in addition to the management, administration, finance and accounts. As a Preferred
Professional, Company Secretary has the expertise to decipher laws in a manner befitting
and benefiting the stakeholders while also keeping the regulators assured of the compliances
and governance.
This publication titled ‘CS: A Preferred Professional’ is an attempt to capture the
journey of the Profession in brief, the core areas for the Profession, key attributes of
the Company Secretaries, the expectations of the Regulators & other stakeholders,
recognitions accorded to the Profession, emerging areas for the Profession and the way
forward.
Besides being recognised as a Company Secretary, it is all the more important to be
recognised as a governance professional by all the stakeholders to provide indispensable
services to the corporates and society as a whole. As a Preferred Professional, I urge all the
members to stand together for the growth of the Profession and growth of one and all. I wish
that this publication not only serve as the perfect guide for professional colleagues but also
help in advancing excellence in the profession.
I commend the efforts of the Directorate of Professional Development of the ICSI in
bringing out this publication under the able guidance of CS Alka Arora, Joint Director
and leadership of CS Asish Mohan, Secretary, ICSI at this righteous moment and
providing guidance to the members in transcending boundaries to reach new heights as
a Preferred Professional.
Given the fact that improvement is a continuous process, suggestions of the readers to
improve this publication are most welcome.
Place: New Delhi CS Devendra V. Deshpande
Date: 4th October, 2022 President
The Institute of Company Secretaries of India
1
The CS Profession
There is a direct correlation between governance

and prosperity.
- Barack Obama
1. Introduction
A ‘Company Secretary’ is a senior, strategic-level corporate professional who plays a
leading role of a Key Managerial Personnel (KMP) entrusted with the responsibility of the
company’s Corporate Governance. Corporate Governance is more than just complying
with laws, regulations, standards and codes; it is also about creating a culture of good
management practices. The position of a Company Secretary as the KMP comes close
to that of the Chief Executive Officer or the Managing Director and underlines the
importance of the role played by him in the company. He provides professional guidance
to the board, individual directors, management, shareholders and other stakeholders on
the governance aspects of strategic decisions for the growth of the company. As an
advisor, he advises the Board on the best management practices and work ethics to
be adhered to that will ensure wealth creation for the company. He also plays a critical
role in organizing and implementing board’s decisions, its committees and general body
meetings while ensuring compliance with the existing legal structure to safeguard the
interests of all stakeholders.
A company’s reputation is one of its most prized possessions in pursuit of sustained
growth. It is essential that this asset is not undermined by breach of law or failure to
follow best practices. The Company Secretary as a compliance officer ensures that
legislation is not infringed, that regulations are adhered to, and the areas of potential
risks are identified and dealt with.
The Company Secretary, whose position is unique within a company, plays a
major role in encouraging and monitoring best practices. The role of a Company
Secretary requires him to keep up-to-date with changes and new developments to
understand their implications across a wide range of business activities. To remain
a distinct professional, he fulfills his role and duties assiduously.
The Companies Act, 2013 (the Act) piloted a new era of corporate governance
and transparency in the Indian corporate sector by introducing significant
changes in the provisions relating to governance, e-management, compliance,
enforcement, disclosure norms, auditors, mergers and acquisitions, etc. The Act laid
2 THE CS PROFESSION
greater emphasis on good governance practices by enhancing the responsibility

and accountability of Boards. While the law reposes enormous responsibilities
on companies as regards compliances of various provisions in true letter and
spirit, the list of laws falling under the ambit of a company’s compliance umbrella is
extensive. With each law and its compliance holding significance in its own accord,
the need arises for an appropriate mechanism and utilization of expert services
from the brigade of professionals highly attuned in their job of maintaining extensive
compliance and all in all good governance i.e. the ‘Company Secretaries.’
Advising Board
of Directors
& Committees
Implementing Good
Governance Conformance to
Framework Legal & Regulatory
Framework
Conformance to Role of Establishing best

Corporate Social Corporate Secretarial
Company Secretary Services
Responsibility Norms
Adherence to Protecting Interest

Sustainability of Stakeholders
Practices
Ensuring
Business Ethics
The Company Secretary plays a much broader role of acting as an ‘Advisor’ to the
Board to shoulder the responsibility for the organisation’s corporate governance. The
responsibility for developing and implementing processes to promote and sustain
good corporate governance largely falls within the ambit of the Company Secretary.
Irrespective of the type of company, the role of Company Secretary has expanded beyond
simply ensuring statutory compliance to becoming a pivotal one where the skills of the
Company Secretary can have a direct impact on the effectiveness of the Board and
organisation and ensuring corporate governance being followed in true letter and spirit.
THE CS PROFESSION 3
2. Journey of the Profession: As Humble Beginning
Institute
constituted as a
Statutory Body (1st
January, 1981)
The Company
Secretaries Bill, 1980
(16th June 1980)
Setting up of Institute as
a Not for Profit Company
under Section 25 of
Standardization of basic Companies Act, 1956
qualification for CS: (4th October, 1968)
Government Diploma
in Company
Secretaryship
The need of the profession of Company Secretaries was first felt in early 1950’s
when the business environment had started changing, necessitating the need of a
professional to bring Corporate Discipline. The Concept of ‘Secretary’ was mooted
during the discussions on the Companies Bill introduced in the Parliament in the
year 1953 under the dynamic leadership of Pt. Jawahar Lal Nehru, the First Prime
Minister of India.
The Institute of Company Secretaries of India (ICSI), as it stands today, is the
culmination of hard work, dedicated efforts and most importantly the foresight of
the visionaries of the likes of Shri D.L. Mazumdar, the first Secretary of Department
of Company Law.
Government Diploma in Company Secretaryship - The Government had set-up
an Advisory Board on a non-statutory basis, to help it in standardizing the basic
qualifications needed for manning the position of Company Secretaries and to
hold the qualifying examinations. Subsequently, the conduct of examination by
the Department of Company Affairs leading to Government Diploma in Company
Secretaryship (GDCS), marked the beginning of the profession of Company
Secretaries in an organized manner.
For over a period of 7 years, out of a total of 9665 candidates appearing for GDCS
examination, only 318 passed the exams, signifying high standards of examinations.
Institute set-up as a Not for Profit Company - In the wake of substantial increase
in the number of candidates for GDCS, The Institute of Company Secretaries of India
was set-up and registered as a company on 4th October, 1968 under Section 25 of the
Companies Act, 1956 with its registered office at New Delhi to regulate and develop
the profession of Company Secretaries and take over from the Government of India
the entire work connected with the Company Secretaries examination and to carry on
the same in all its branches. The work relating to Company Secretaries Examination
and allied matters were taken over by the Institute with effect from 1st January, 1969. The
4 THE CS PROFESSION
first examination leading to the Associate membership of the Institute was conducted
in April, 1969.
The Company Secretaries Bill, 1980 - The Bill established the new era for the profession
of Company Secretaries. While moving the Company Secretaries Bill, 1980 for consideration
by the Lok Sabha on 16th June, 1980, Late Shri P. Shiv Shankar, Hon’ble Minister of Law,
Justice and Company Affairs, said “An essential ingredient in the healthy growth of the
corporate sector is the induction of professional management. The Government attaches
special importance to the development of professional management, so that the corporate
sector can evolve and function in tune with the changing needs of the times, and the
social responsibilities that this important segment of the economy has to shoulder. The
profession of Company Secretaries has an important part to play in the introduction of
professionalism in the area of corporate management.”
Institute constituted as a Statutory Body - In 1980, the Government enacted the
Company Secretaries Act, 1980 to make provision for regulation and development of
the Profession of Company Secretaries and converting the Institute into a statutory
body with effect from 1st January, 1981. Owing to space requirements, the Institute shifted
from Office at Safdarjung Enclave to current premises at “The ICSI House” at Lodi
Road. The then Hon’ble President Shri N. Sanjeeva Reddy laid the foundation stone of
the building and Shri M. Hidyatullah the then Vice President of India inaugurated “The
ICSI House” at Lodi Road on 27th January, 1982.
3. Glimpses of Achievements and Initiatives of the ICSI

After conversion into a statutory body, the ICSI took several initiatives for the
development of Company Secretary profession. Major achievements/initiatives are
covered below:
1981-1985 1986-1990
• First draft of Secretarial Audit Report • CS in whole-time practice recognized

issued under the Companies (Amendment)
• Company Secretaries Regulations, Act, 1988
1982 made effective • First Recognition to Company
• ICSI recognised as a Public Institution of Secretary in Practice- Signing of
national importance under Income-Tax Annual Return
Act, 1961 • Draft Secretarial Standards on transfer/
• Student Company Secretary transmission of shares introduced
monthly Bulletin released • Introduction of Secretarial Audit for
• Opening of Foreign Exam Centre assisted companies by Manipur and
Assam Industrial Development
Corporations
• Secretarial Modular Training Programme
launched
• New Syllabus adopted
1991-1995 1996-2000
• CS recognized to pre-certify • Setting up of Research wing - CCGRT

• Opening of Foreign Exam Centre assisted companies by Manipur and
Assam Industrial Development
Corporations
• Secretarial Modular Training Programme
launched
• New Syllabus adopted
THE CS PROFESSION 5
1991-1995 1996-2000
• CS recognized to pre-certify • Setting up of Research wing - CCGRT

documents filed with RoC • Recognition for Ph.D
• Recognition to the Profession u/s 44AA • MOU with Professional Institutes
of Income Tax Act, 1961 • Core Area of Practice - Proviso to
• Recognition to ICSI as Research Sec 383A(1) of the Companies Act, 1956
Institution u/s 35 of Income Tax Act, 1961 introduced
• PMQ course on Capital Markets and • Constitution of Secretarial Standards
Financial Services launched Board
• MOU signed with ICSA, London • ICSI Website launched
• Foundation Course introduced • First PCS Conference held
2001-2005 2006-2012
• Institution of ICSI National Award for • PMQ Course in Corporate Governance

Excellence in Corporate Governance launched
• Recognition under Clause 49 of Listing • Recognition by SEBI, RBI and various
Agreement other regulators
• Issuance of SS1/SS2/SS3 for voluntary • New ICSI Logo unveiled
adoption • Online Student Registration
• Adoption of Vision and Mission • Global Networking
Statement • Recognition to PCS for pre-certification
of e-forms under MCA 21
• Companies (Amendment) Bill 2002,
• Capital Markets Week introduced
Companies (Second Amendment) Bill,
• Constitution of Peer Review Board and
2002 and Competition Bill (2002) passed
introduction of Peer Review Guidelines
by both Houses of Parliament expanding
• Vision 2020 released
employment and practice opportunities
• Six Secretarial Standards released
• Introduction of New Syllabus
for voluntary adoption
• Corporate Secretaries International
Association constituted with ICSI
as its Founder Member
• Institute received Excellence Award at
the India Corporate Week by MCA in 2009
• Web-based e-learning module for CS
Foundation Course launched
• Prefixing of "CS" allowed to members
to their respective names
2013-2018 2019-2022
• CS recognised as Key Managerial • Launch of eCSin Portal

Personnel (KMP) • Launch of UDIN Portal
• ICSI CSR Excellence Awards introduced • Launch of Placement Portal
• GST Monthly Newsletter introduced • Launch of Disciplinary Portal
• ICSI Motto adopted • Launch of PCS Portal
• SS-1 (Secretarial Standard on Meetings • 6 Overseas Centres established
of the Board of Directors) and SS-2 • 1st ever Hybrid National Convention &
as its Founder Member
• Institute received Excellence Award at
the India Corporate Week by MCA in 2009
• Web-based e-learning module for CS
Foundation Course launched
• Prefixing of "CS" allowed to members
6 THE
to their respective CS PROFESSION
names
2013-2018 2019-2022
• CS recognised as Key Managerial • Launch of eCSin Portal

Personnel (KMP) • Launch of UDIN Portal
• ICSI CSR Excellence Awards introduced • Launch of Placement Portal
• GST Monthly Newsletter introduced • Launch of Disciplinary Portal
• ICSI Motto adopted • Launch of PCS Portal
• SS-1 (Secretarial Standard on Meetings • 6 Overseas Centres established
of the Board of Directors) and SS-2 • 1st ever Hybrid National Convention &
(Secretarial Standard on General PCS Conference organised
Meetings) notified under Companies • Launch of Crash/Certificate Courses
Act, 2013 • Consolidation of ICSI Guidelines
• CS recognised as Compliance Officer • Digilocker services launched
under SEBI (LODR) Regulations, 2015 • Introduction of Auditing Standards
• SS-3 and SS-4 launched for voluntary • ICSI International ADR Centre constituted
adoption • ICSI Institute of Social Auditors
• Constitution of Auditing Standards Board (ICSI-ISA) constituted
• Vision 2022 released
• CSEET Introduced
• New Syllabus Introduced
• MOU's under Academic Connect
• ICSI IIP constituted
• ICSI Continuing Professional Education:
• ICSI RVO constituted
Self Assessment Modules launched
• International CS Olympiad Awards
• New Categories of Awards introduced:
introduced
Best Secretarial Audit Report, Best
• COE, Hyderabad inaugurated
PCS Firm Award, BRS Award
• Malaysian Association of Company
• New Syllabus Introduced
Secretaries (MACS) adopted SS issued
• First National Conference of Corporate
by ICSI as benchmark
CS held
• ICSI Academic Helpline launched
• Recognitions by various Regulators
• Fee waiver scheme launched for
accorded to the Profession
students in J&K and North-Eastern
• Strengthening of CS Regulations
region.
• Shaheed Ki Beti Certificate initiative • Various Webinars organised for
launched members & students
• ICSI Signature Award launched • Secretarial Standard Week launched
• PMQ Course on Internal Audit &
Arbitration launched
• 100% fees concession given to Covid -19
affected students
• MoUs for software for members
• 1st International Conference of ICSI
Overseas Centre-Dubai organised
• Yuvotsava for students commenced
• New Training Structure for students
THE CS PROFESSION 7
4. Practice and Employment side of the Profession
Company
Secretary
Employment Practice
A student who has passed the Professional Programme examination of the Institute and
has undergone prescribed training or exempted therefrom on the basis of experience is
eligible to apply for Associate membership of the ICSI. After receiving the membership
of the ICSI, member is entitled to be engaged either in employment or in practice.
A Company Secretary in employment is a robust professional aiding the efficient

management of the corporate sector by playing the role of a Key Managerial Personnel
(KMP) or Compliance Officer of a company. The Company Secretary has become to be
accepted by all as an independent and indispensable professional. The role of Company
Secretary in employment has transformed itself into a full-fledged Governance Professional
occupying a critical place in the company’s organizational hierarchy balancing the interests
of the Management, Board, Shareholders and other stakeholders.
Alternatively, a Company Secretary may also practice independently as a professional

after obtaining a Certificate of Practice (CoP) as provided in the Company Secretaries
Act, 1980. Not merely concentrating on Corporate laws, Company Secretary in
practice is the preferred professional who is finding depth in the areas of Intellectual
Property, Business advisory, International laws, Commercial laws, Economic growth
& Development projects, etc.
A. Company Secretary in Employment

Section 2(24) of the Companies Act, 2013 provides that “Company Secretary” or
“secretary” means a Company Secretary as defined in clause (c) of sub-section
(1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed
by a company to perform the functions of a Company Secretary under this Act.
8 THE CS PROFESSION
Companies Act, 2013
Secretary in Employment
Recognitions to Company
SEBI (LODR) Regulations, 2015
SEBI (Issue and Listing of Non-Convertible

Securities) Regulations, 2021
IFSCA (Issuance and Listing of

PNGRB (Gas Exchange) Regulations, 2020
IRDA (Registration of Indian Insurance

Companies) Regulations, 2000
IRDAI (Corporate Governance)

Guidelines for Insurers in India, 2016
Life Insurance Corporation General

Regulations, 2021
(i) Provisions governing appointment as Key Managerial Personnel

The Companies Act, 2013
Section 2(51) of the Companies Act, 2013 provides that Key Managerial Personnel
(KMP), in relation to a company, means
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the Company Secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer.
(v) Such other officer, not more than one level below the directors who is in whole-
time employment, designated as Key Managerial Personnel by the Board; and
(vi) Such other officer as may be prescribed.
THE CS PROFESSION 9
Appointment of KMP
Section 203(1) of the Companies Act, 2013 provides that every company belonging
to such class or classes of companies as may be prescribed shall have the following
whole-time key managerial personnel:
(i) Managing director, or Chief Executive Officer or manager and in their absence,
a whole-time director;
(ii) Company Secretary; and
(iii) Chief Financial Officer.
Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 provides that the every listed
company and every other public company having a paid-up share capital of ten crore
rupees or more shall have whole-time key managerial personnel.
Sections 203 of the Companies Act, 2013 read with Rule 8A of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides for
appointment of Company Secretaries in Companies not covered under Rule 8 and
reads as every private company which has a paid up share capital of ten crore
rupees or more shall have a whole-time Company Secretary.
Further, Section 203 (2) provides that every whole-time key managerial personnel of
a company shall be appointed by means of a resolution of the Board containing the
terms and conditions of the appointment including the remuneration.
KMP in Whole-time Employment

Section 203(3) provides that a whole-time key managerial personnel shall not hold
office in more than one company except in its subsidiary company at the same time:
Provided that nothing contained in this sub-section shall disentitle a key managerial
personnel from being a director of any company with the permission of the Board:
Provided further that whole-time key managerial personnel holding office in more
than one company at the same time on the date of commencement of this Act, shall,
within a period of six months from such commencement, choose one company, in
which he wishes to continue to hold the office of key managerial personnel.
The provisions mandatorily require engaging the Company Secretary as a KMP on
a ‘whole-time basis’ in prescribed classes of companies. A KMP should hold office
on whole time basis means that the KMP must contribute all his time in the efficient
management of the company and as such the appointment as whole-time KMP shall
not be in more than one Company except in its Subsidiary Company at the same
time. It may be noted that the companies not covered under Section 203 of the
Companies Act, 2013 read with Rule 8 and 8A of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, may also voluntarily appoint
any or all Key Managerial Personnel for efficient management of their company.
10 THE CS PROFESSION
(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015
Compliance Officer and his/her Obligations (Regulation 6)
(1) A listed entity shall appoint a qualified Company Secretary as the compliance officer.
(2) The compliance officer of the listed entity shall be responsible for-
(a) ensuring conformity with the regulatory provisions applicable to the listed
entity in letter and spirit.
(b) co-ordination with and reporting to the Board, recognised stock exchange(s)
and depositories with respect to compliance with rules, regulations and other
directives of these authorities in manner as specified from time to time.
(c) ensuring that the correct procedures have been followed that would
result in the correctness, authenticity and comprehensiveness of the
information, statements and reports filed by the listed entity under these
regulations.
(d) monitoring email address of grievance redressal division as designated by
the listed entity for the purpose of registering complaints by investors:
Provided that the requirements of this regulation shall not be applicable in the case
of units issued by mutual funds which are listed on recognised stock exchange(s)
but shall be governed by the provisions of the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
A Company Secretary as the Compliance officer of a company is responsible for the
efficient administration of a company particularly with regard to ensuring compliance
with the statutory and regulatory requirements. He is entrusted to interact, coordinate,
integrate and cooperate with various other functional heads in a company, keep the board
members informed of their legal responsibilities and also represent before the statutory
and regulatory authorities on behalf of the company for ensuring compliances required
under various laws. Being a Compliance officer under the SEBI (LODR) Regulations,
2015, a Company Secretary is also required to ensure the compliances under the SEBI
(Prohibition of Insider Trading) Regulations, 2015 ensuring that Unpublished Price
Sensitive Information (UPSI) is handled with utmost diligence, people having access
to UPSI do not trade in company shares or misuse the information as well as timely
disclosures to Stock Exchanges.
Senior Management (Regulation 16 (d))

‘Senior Management’ shall mean officers/personnel of the listed entity who are
members of its core management team excluding Board of Directors and normally
this shall comprise all members of management one level below the chief executive
officer/managing director/whole time director/manager (including chief executive
officer/manager, in case they are not part of the board) and shall specifically include
Company Secretary and chief financial officer.
THE CS PROFESSION 11
(iii) SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Filing of draft offer document (Regulation 27 (4))
The lead manager(s) shall ensure that the draft offer document clearly specifies the
names and contact particulars including the postal and email address and telephone
number of the compliance officer who shall be a Company Secretary of the issuer.
(iv) IFSCA (Issuance and Listing of Securities) Regulations, 2021
Compliance Officer and his Obligations (Regulation 130)
(1) A listed entity shall appoint a qualified Company Secretary as the compliance
officer.
(2) The compliance officer of the listed entity shall be responsible for-
(a) ensuring conformity with the regulatory provisions applicable to the listed
entity in ture letter and spirit;
(b) co-ordination with and reporting to IFSCA, recognised stock exchange(s)
and depositories with respect to compliance with rules, regulations and
other directives of these authorities in the manner as specified from time
to time; and
(c) ensuring that the correct procedures have been followed that would
result in the correctness, authenticity and comprehensiveness of the
information, statements and reports filed by the listed entity under these
regulations.
(v) Petroleum and Natural Gas Regulatory Board (Gas Exchange) Regulations,
2020
Appointment of Compliance Officer (Regulation 30)
(1) Every Gas Exchange or Clearing Corporation shall appoint a compliance officer
who shall be a Company Secretary as defined in paragraph (c) of sub-section
(1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and be
responsible for monitoring the compliance of the Act, Regulations, bye-laws
and rules of the Gas Exchange or the Clearing Corporation as applicable and
directions issued thereunder and for redressal of grievances of the members,
trading licensees and their respective clients.
(2) The compliance officer shall immediately and independently, report to the Board
any noncompliance of any provision stated in sub-regulation (1) observed by him.
(vi) IRDA (Registration of Indian Insurance Companies) Regulations, 2000

Key Management Person (Regulation 2(1)(i))
“Key Management Person” will include members of the core management team of
an insurer / applicant including all whole-time directors/ Managing Directors/ Chief
Executive Officer and the functional heads one level below the Managing Director /
Chief Executive Officer, including the Chief Financial Officer, Appointed Actuary, Chief
Investment Officer, Chief Risk/ Compliance Officer and the Company Secretary.
(vii) IRDAI (Corporate Governance) Guidelines, 2016 for Insurers in India

Compliance Officer (Clause 11.4.2)
Each insurer should designate Company Secretary as the Compliance Officer whose
duty will be to monitor continuing compliance with these guidelines.
B. Company Secretary in Practice

As per Section 2(25) of the Companies Act, 2013, “Company Secretary in practice”
means a Company Secretary who is deemed to be in practice under sub-section (2)
of section 2 of the Company Secretaries Act, 1980 (56 of 1980);
Section 2(2) of the Company Secretaries Act, 1980 defines a Company Secretary in
Practice and reads as follows: Save as otherwise provided in this Act, a member of
the Institute shall be deemed to be in practice when, individually or in partnership
with one or more members of the Institute in practice or in partnership with members
of such other recognised professions as may be prescribed, he, in consideration of
remuneration received or to be received,
a. engages himself in the practice of the profession of Company Secretaries to, or
in relation to, any company; or
b. offers to perform or performs services in relation to the promotion, forming,
incorporation, amalgamation, reconstruction, reorganisation or winding-up of
companies; or
c. offers to perform or performs such services as may be performed by -
i. an authorised representative of a company with respect to filing,
registering, presenting, attesting or verifying any documents (including
forms, applications and returns) by or on behalf of the company,
ii. a share transfer agent,
iii. an issue house,
iv. a share and stock broker,
v. a secretarial auditor or consultant,
vi. an adviser to a company on management, including any legal or procedural
matter falling under the Industries (Development and Regulation) Act, 1951
(65 of 1951), the Companies Act, the Securities Contracts (Regulation) Act,
1956 (42 of 1956), any of the rules or bye-laws made by a recognised stock
exchange, the Securities and Exchange Board of India Act, 1992 (15 of 1992),
the Foreign Exchange Management Act, 1999 (42 of 1999), the Competition
Act, 2002 (12 of 2003)], or under any other law for the time being in force,
vii. issuing certificates on behalf of, or for the purposes of, a company; or
d. holds himself out to the public as a Company Secretary in practice; or

e. renders professional services or assistance with respect to matters of principle
or detail relating to the practice of the profession of Company Secretaries; or
f. renders such other services as, in the opinion of the Council, are or may be
rendered by a Company Secretary in practice;
and the words to be in practice, with their grammatical variations and cognate
expressions, shall be construed accordingly.
In addition to Section 2(2) of the Company Secretaries Act, 1980, Regulation 168(2)
of the Company Secretaries Regulations, 1982 also specifies areas of practice for
Company Secretaries as under:
Regulation 168 (2): Areas of Practice for Practising Company Secretary

Secretary Trustee
Executor Administrator
Arbitrator Receiver
Appraiser Valuer
Internal Auditor Management Auditor
Management Consultant Representative on financial matters
including taxation
Appointment made by the Central or any State Government, Court of Law, Labour
Tribunals, or any other statutory authority
Concept and Evolution of Company Secretary in Practice

The concept of Company Secretary in Practice took firm roots with the recognition of
Secretary in Whole-time Practice under Section 2(45A) of the Companies Act, 1956.
Besides this statutory recognition, a Company Secretary in Practice was conferred
recognition under Section 33(2), 149, 161 and Schedule XIII of the Companies Act,
1956. In addition some state financial institutions also introduced the concept of
Secretarial Audit in respect of Companies assisted by them. These corporations
prescribed annual Secretarial Audit of Companies for the assisted companies to be
conducted in the manner prescribed by the Institute.
The Department’s circular Nos. 14/90 dated 05/09/1990 and 5/91 dated 26/02/1991
directed Registrars of Companies to take on record all documents filed by companies
within a reasonable period of say ten days if the same are certified by a Company
Secretary in Practice, with a view to avoid delay in registration of documents, was
another significant development for the practicing side of the profession.
Another significant development was the direction issued by the SEBI advising all Stock
Exchanges to amend the listing agreement to provide for insistence by the company that
Registrar and Share Transfer Agents (RTAs) produces a certificate from the Company
Secretary in Practice that all transfers have been completed within the stipulated time.
The enactment of the Companies (Amendment) Act, 2001, especially the insertion of
proviso to sub-section (1) of section 383A relating to issue of compliance certificate by
Company Secretaries in Practice for companies not required to employ a whole- time
secretary and having a paid-up share capital of Rupees Ten Lakhs or more, which has
to be filed with the Registrar and is also to be attached with the Board’s Report by the
company, not only strengthened the status of the profession but also served to provide
the necessary impetus and fillip for the growth of the practicing side of profession.
The MCA increased the limit of paid up share capital for compulsory appointment
of Whole-time Secretary from Rs. 2 crore to Rs. 5 crore by notifying the Companies
(Appointment and Qualifications of Secretary) Amendment Rules, 2009 vide its
notification dated 5th January, 2009. Accordingly, every company having paid up share
capital of Rs. 10 lakhs or more but less than Rs. 5 crores was required to file with
the Registrar of Companies a Compliance Certificate from a Practising Company
Secretary. This further increased the opportunities for Practising Company Secretaries
as more number of companies were required to obtain the Compliance Certificate.
The Company Secretaries in practice are entrusted with the responsibility of conducting
Secretarial Audit for listed companies, Validation of substantially expanded Annual
Return, appearance before Tribunals and many more implicit and explicit areas.
The Company Secretary in practice is expected to perform with diligence, report with
objectivity and display a level of professionalism. They are required to consolidate
and strengthen in diversified areas, such as business valuation, cross border insolvency,
Intellectual Property Rights (IPR), FEMA Compliances, Income Tax, GST, Excise Duty,
Industrial Laws, Competition laws, RERA and several other laws.
Over the years, the Institute has secured various statutory recognitions providing
wider opportunities for the Company Secretary in Practice. From Companies
Act, 2013 to Insolvency and Bankruptcy Code, 2016, Real Estate (Regulatory and
Development) Act, 2016, Law on Goods and Services Tax, Law of Arbitration and
Conciliation, Intellectual Property law, and many more, the Company Secretaries
are recognized to perform various functions aligning the operative implementation
of legislative regime in the country. Arrays of recognitions are also being accorded
to Company Secretaries under various other Central and State laws.
Core areas for Company Secretary in Practice
Corporate Governance
Services Corporate Restructuring
Corporate Secretarial
Services Representation Services
Secretarial/Compliance Audit
and Certification Services Banking Sector Services
Services under
Finance, Accounting
Securities Laws
& Taxation Services
Certification Services
• Companies Act, 2013 Arbitration, Mediation
• SEBI Laws and Conciliation Services
Internal Auditor IPRs, International

Trade & WTO Services
NCLT Practitioner Registered Valuer
Corporate Risk
Manager
Insolvency Professional
GST Professional
Secretarial Audit (Section 204)

(1) Every listed company and a company belonging to other class of companies
as may be prescribed shall annex with its Board’s report made in terms of sub-
section (3) of section 134, a secretarial audit report, given by a Company
Secretary in practice, in such form as may be prescribed.
(2) It shall be the duty of the company to give all assistance and facilities to the
Company Secretary in practice, for auditing the secretarial and related records
of the company.
(3) The Board of Directors, in their report made in terms of sub-section (3) of section
134, shall explain in full any qualification or observation or other remarks made
by the Company Secretary in practice in his report under sub-section (1).
(4) If a company or any officer of the company or the Company Secretary in
practice, contravenes the provisions of this section, the company, every officer
of the company or the Company Secretary in practice, who is in default, shall
be liable to a penalty of two lakh rupees.
As per Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the other class of companies shall be as under –
a) Every public company having a paid-up share capital of fifty crore rupees or
more; or
b) Every public company having a turnover of two hundred fifty crore rupees or
more; or
c) Every company having outstanding loans or borrowings from banks or public
financial institutions of one hundred crore rupees or more.
Annual Return (Section 92)

The Annual Return is a comprehensive document and contains information about
the company relating to its share capital, directors, shareholders, changes in
directorships, etc. Much reliance is placed on the annual return by the regulators,
shareholders, judicial and other regulatory authorities. Section 92 of the Act provides
that annual returns of companies shall be required to be certified by a Company
Secretary in Practice. The certification shall be to the effect that the company has
complied with all the provisions of the Act.
SEBI (LODR) Regulations, 2015 - Secretarial Audit and Secretarial Compliance

Report (Regulation 24A)
(1) Every listed entity and its material unlisted subsidiaries incorporated in India
shall undertake secretarial audit and shall annex a secretarial audit report given
by a Company Secretary in practice, in such form as specified, with the annual
report of the listed entity.
(2) Every listed entity shall submit a secretarial compliance report in such form as
specified, to stock exchanges, within sixty days from end of each financial year.
Corporate Secretarial Services
• Promotion, formation and incorporation of companies and matters related
therewith
• Filing, registering any document including forms, returns and applications by
and on behalf of the company as an authorized representative
• Co-ordinating Board/general meetings and follow-up actions thereof
• All work relating to Securities and their transfer and transmission
• Custodian of corporate records, statutory books and registers
Secretarial/Compliance Audit and Certification Services
• Secretarial/Compliance Audit
• Signing of Annual Return & other declarations, attestations and certifications
under the Companies Act, 2013
Certification Services (Indicative)
Companies Act, 2013
• Promotion, formation and incorporation of companies and related matters
• Signing and Certification of Annual Return
• Certification of various e-forms and other documents including annual filings
(Including LLP’s)
SEBI Laws
• Certification to the effect that all transfers have been completed within the
stipulated time
• Half-yearly certificate regarding maintenance of 100% security cover in respect
of listed non- convertible debt securities
• Certificate regarding compliance of conditions of corporate governance
• Certificate that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as Directors of
Companies by the Board/Ministry of Corporate Affairs or any such Statutory
Authority
Appointment on the basis of Expert Knowledge

• Expert - Section 2(38) of the Companies Act, 2013 provides that ‘expert’
includes an engineer, a valuer, a Chartered Accountant, a Company Secretary,
a Cost Accountant and any other person who has the power or authority to
issue a certificate in pursuance of any law for the time being in force.
• Scrutinizer - Rule 20(ix) of the Companies (Management and Administration)

Rules, 2014 provides that the Board of Directors shall appoint one scrutinizer,
who may be Chartered Accountant in practice, Cost Accountant in practice,
or Company Secretary in practice or an Advocate, who, in the opinion of the
Board can scrutinize the e-voting process in a fair and transparent manner.
• Technical Member - Section 409 of the Companies Act, 2013 provides that
Company Secretary who has been in practice for at least fifteen years may be
appointed as a Technical Member of the NCLT.
• Internal Auditor - As per Section 138 of the Companies Act, 2013 the Board of
Directors may appoint Company Secretaries as an internal auditor to perform
internal audits of the company’s internal controls.
SEBI has also prescribed Company Secretary in practice to undertake an
internal audit of various Capital Market Intermediaries:
• Internal Audit of Credit Rating Agencies;
• Internal Audit of Stock Brokers/Clearing Members/Trading Members;
• Internal Audit of 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.
NCLT Practitioner
• Analysis and drafting in respect of matters which are required to be dealt with
by NCLT or NCLAT.
• Appear before the Tribunal on behalf of the Company
• Appeal to Supreme Court
• Help the Company to execute the order of the Tribunal
• Liquidator
Issue of shares and other securities

• Advisor/consultant in issue of shares and other securities
• Drafting of prospectus/offer for sale/letter of offer/ other documents related to
issue of securities and obtaining various approvals
• Listing/delisting of securities with recognized stock exchange
• Private placement of shares and other securities
• Buy-back of shares
• Raising of funds from international markets ADR/ GDR/FCCBs/FCEBs/ ECB
• Due diligence
Corporate Restructuring
• Foreign Collaborations and Joint Ventures
• Setting-up Joint Ventures/Wholly owned subsidiaries abroad
• Ensuring compliance of Takeover Regulations and other applicable laws
• Ensuring compliance with Prohibition of Insider Trading Regulations
Representation Services
Company Secretaries have been authorized to represent before:
• Registrar of Companies and Regional Directors
• National Company Law Tribunal and National Company Law Appellate Tribunal
• Competition Commission of India
• Securities Appellate Tribunal
• Telecom Disputes Settlement and Appellate Tribunal
• Authorities under Real Estate (Regulation &Development) Act, 2016
• Authorities under the Pension Fund Regulatory & Development Authority Act, 2013
• SEZ Authorities
• Central Electricity Regulatory Commission
• Tax Authorities
Banking Sector Services

• Diligence Report and Certification in respect of Consortium/Multiple banking
arrangement made by Scheduled Commercial Banks/Urban Co-operative Banks
• Loan Syndication and Documentation, registration of charges, status and
search reports
Finance, Accounting & Taxation Services

• Determination of appropriate capital structure
• Budgetary controls
• Project Reports and Feasibility Studies
• Tax management, tax planning, returns and reports under Income-Tax, GST and
other taxation laws
Arbitration, Mediation and Conciliation Services
• Advising in commercial disputes
• Acting as Arbitrator/Conciliator in domestic and international commercial disputes
• Drafting Arbitration/Conciliation Agreements
IPRs, International Trade & WTO Services

Advising on matters related to:
• IPRs under TRIPs Agreement of WTO
• Anti-dumping, subsidies & countervailing duties
• Foreign Trade Policy and Procedures (also issuing certificates thereunder)
• Intellectual Property licensing and drafting of Agreements
• IPR – Protection, Management, Valuation and Audit
• Acting as registered Trade Marks Agent
Registered Valuer
A Company Secretary in Practice with requisite experience and after passing the
examination can become a Registered Valuer for conducting valuation required under
the Companies Act, 2013. A Registered Valuer may conduct valuation of securities or
financial assets as per Companies (Registered Valuers and Valuation) Rules, 2017, if
required under any other law or by any other regulatory authority. The field of valuation,
as an area of activity is still untapped, demanding the presence of experts possessing
the right knowledge and capabilities which brings upon the realisation that Company
Secretaries as professionals can tap this huge opportunity.
Insolvency Professional
Company Secretaries having passed necessary examination, possessing prescribed
number of years of experience, enrolled with an Insolvency Professional Agency and
registered with Insolvency and Bankruptcy Board of India (IBBI) as an Insolvency
Professional, can take up matters relating to corporate insolvency resolution process
as Interim Resolution/Resolution Professionals, as well as also take up voluntary
liquidation cases. They can also act as authorized representatives for a class of
creditors in a meeting of Committee of Creditors in a resolution process.
GST Professional
With their expertise in interpreting laws and skills to tackle and manage regulatory
compliances under GST, Company Secretaries render value added services to the trade
and industry while acting as extended arms of regulatory mechanism. A person having
passed CS final examination is eligible for enrolment as GST Practitioner. Company
Secretaries provide guidance and advisory services to business entities to interpret
GST laws and assist in effectively discharging various compliances under GST while
undertaking activities like tax planning, maintenance of GST records, drafting legal
documents like replying to show cause notices, conducting impact analysis, etc.
C. Other Opportunities
A Company Secretary apart from the roles mentioned in previous paras may also
explore opportunities in the Academics as Faculty. Company Secretary being expert in
various general and commercial laws may teach at graduate and post graduate level as
visting or guest faculty at Universities, Management Institutions, etc.
UGC is considering to introduce a new provision that would allow non-Ph.D. holders
to teach in Central Universities. Notably, the government is planning to implement
this decision under the National Education Policy (NEP) 2020, in order to have
more industry experts as teachers in the Universities. UGC is also planning to create
new and special positions that will no longer require a Ph.D. degree as a mandatory
requirement for teaching. These new positions are likely to be professors of practice
and associate professors of practice. Once these changes will be notified by the
UGC, it will provide ample opportunities for professionals like Company Secretaries
to be appointed as Faculties in the Central Universities.
UGC Recognition to Company Secretary Qualification

Company Secretaries are eligible to apply for UGC (NET) to pursue Ph.D. in any of
the universities across India approved/recognized by UGC on the subjects related
to CS course after qualifying NET or other similar tests. The ICSI also has a full-
fledged academic and research wing that enhances the acumen and expertise of
its members and students and encourages them to undertake research in crucial
areas like corporate governance, company law, CSR, tax laws, securities laws,
capital market, finance, accounting, economic and other commercial laws etc.
5. Role, Responsibilities & Duties of Company Secretary

A Company Secretary in today’s world is a Senior Corporate Officer with wide-
ranging responsibilities, who serves as a focal point for communication with the Board
of Directors, Senior Management and the company’s shareholders. He occupies
a key role in the administration of critical corporate matters. A key responsibility
for the Company Secretary is to ensure that the Board has the proper advice
and resources for discharging its fiduciary duty under the law. Providing advice
on Corporate Governance issues is an increasingly important role for Company
Secretaries. Many shareholders, particularly Institutional Investors, view sound
Corporate Governance as essential to Board and Company’s performance. They
are quite vocal in encouraging Boards to perform frequent Corporate Governance
reviews and to issue written statements of Corporate Governance principles. The
Company Secretary is usually the Executive to assist directors in these efforts,
providing information on the practices of other Companies and helping the Board
to tailor Corporate Governance principles and practices to fit the board’s needs and
expectations of investors.
Duties of Company Secretary

The Companies Act, 2013
Section 205 of the Companies Act, 2013 read with Rule 10 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 prescribes the functions of
Company Secretary and reads as follows:
205. (1) The functions of the Company Secretary shall include,—

(a) to report to the Board about compliance with the provisions of this Act, the
rules made thereunder and other laws applicable to the company;
(b) to ensure that the company complies with the applicable secretarial standards;
(c) to discharge such other duties as may be prescribed.
Explanation.—For the purpose of this section, the expression “secretarial standards”
means secretarial standards issued by the Institute of Company Secretaries of India
constituted under section 3 of the Company Secretaries Act, 1980 and approved by
the Central Government.
Rule 10 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 prescribes further duties to be discharged by the Company Secretary, as under:-
(1) to provide to the directors of the company, collectively and individually, such guidance
as they may require, with regard to their duties, responsibilities and powers;
(2) to facilitate the convening of meetings and attend Board, committee and
general meetings and maintain the minutes of these meetings;
(3) to obtain approvals from the Board, general meeting, the government and such
other authorities as required under the provisions of the Act;
(4) to represent before various regulators, and other authorities under the Act in
connection with discharge of various duties under the Act;
(5) to assist the Board in the conduct of the affairs of the company;
(6) to assist and advise the Board in ensuring good corporate governance and in
complying with the corporate governance requirements and best practices; and
(7) to discharge such other duties as have been specified under the Act or rules; and
(8) such other duties as may be assigned by the Board from time to time.
These provisions casts an onerous responsibility on the Company Secretaries in
employment in the discharge of their duties and they are expected to exhibit a
proactive and responsible role to meet the expectations of the respective companies
and regulatory authorities.
SEBI Act and Regulations made thereunder
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”)
establishes a framework for corporate governance applicable to every listed entity
in India and requires the appointment of a Compliance Officer to ensure conformity
with the regulations in letter and spirit. The Compliance officer along with the Chief
Executive Officer is authorized to sign the quarterly compliance report on Corporate
Governance that is filed with the Stock Exchanges.
The Compliance Officer is inter-alia responsible for carrying out numerous
core functions including co-ordination with recognised stock exchange(s) and
depositories vis-a-vis compliance with rules, regulations and other directives of
SEBI; monitoring e-mails received by grievance redressal division; maintenance of
appropriate procedures to ensure correctness, authenticity and comprehensiveness

in information being filed with SEBI etc.
The SEBI (Prohibition of Insider Trading) Regulations, 2015 propagates a self-
regulatory mechanism to enforce prohibitions on insider trading in listed entities and,
thereby, entrusts more responsibilities on the Compliance Officer. The Compliance
Officer could be any senior officer who is designated so and is reporting to the Board
of Directors. The Compliance Officer shall be responsible for compliance of policies,
procedures, maintenance of records and monitoring adherence to the provisions of
PIT Regulations for preservation of Unpublished Price Sensitive Information (UPSI).
Every trading plan is required to be reviewed and approved by the Compliance
Officer before it is notified to the stock exchanges on which the securities are listed.
Every company whose securities are listed on stock exchanges and every market
intermediary registered with SEBI is mandatorily required to formulate a code of
conduct to regulate, monitor and report trading by its employees. The onus of
administering the code of conduct is on the Compliance Officer. The Compliance
Officer shall also advise the Board of Directors on the designated person proposed
to be covered by the said code of conduct.
The role of Compliance Officer in a listed company is abound with risks for a professional
from a regulatory perspective. Therefore, it is extremely important for the professional
to meticulously examine the applicable SEBI regulations while accepting the role of
a compliance officer and negotiate on matters such as D&O liability insurance or
indemnity protection prior to accepting such a position in a listed entity.
6. Career Planning and Development
Starting a career as a Company Secretary brings many duties & responsibilities. The
Company Secretary takes care of the onus of the company in different responsibilities
and completes everything in time. It is required before starting a career as Company
Secretary that the role is well understood and the pros and cons attached to the position.
Self
Assessment
Career
Performance
Awareness
Career
Development
Skill
Goal Setting
Training
Company Secretary takes an upper-level position in all the organizational matters

including company law, securities market, corporate strategies and related areas.
Company Secretaries have an important role in the functioning of a company. They
have several statutory as well as moral duties towards the company. They take up
different roles and responsibilities such as compliances, representation and drafting,
etc. With the increase of companies and greater focus of the Government and
Regulators on good governance and compliances, the scope of Company Secretary
profession is only going to increase in the near future and thus, a person can take
up this esteemed profession to build a successful career.
The Company Secretaries Act, 1980 and the Regulations framed thereunder, lay
down a strong foundation for the regulation and development of the profession.
The Council of the Institute from time to time issues various guidelines to regulate
the members and build their capacities in the profession. The guidelines provide
for mandatory attendance at learning programmes, dress code to be followed
by Company Secretaries, peer review by fellow professionals, advertising of
professional services, and so on.
Professional development refers to skills and knowledge attained for both
personal development and career advancement. Professional development
encompasses all types of facilitated learning opportunities, ranging from degrees
to formal coursework, conferences and informal learning opportunities situated in
practice. There are a variety of approaches to professional development, including
consultation, coaching, practice, self study, mentoring, reflective supervision and
technical assistance.
The world is undergoing rapid changes in the knowledge landscape. With various
dramatic scientific and technological advances, such as the rise of big data, machine
learning, and artificial intelligence, many unskilled jobs worldwide may be taken over
by machines, while the need for a skilled workforce, with multidisciplinary abilities
will be increasingly in greater demand.
As the legal and regulatory environment continue to evolve and change, the
Company Secretaries need to stay updated with new emerging areas. To cater to
the new opportunities and substantial challenges in market today, the Company
Secretaries must pursue a holistic approach. They should recognize the change,
pursue the opportunity, take risk, responsibility and make better use of resources.
Additionally, a Company Secretary should be well aware of the new updates and
technologies which will help him to adopt the most suitable technology. There
should be continuous zeal to learn new things and handle the technology. However,
before you dive into a new practice area, do your research and understand what
clients are looking for. The Company Secretaries profession has plenty to offer, it is
crucial to think beyond, act and achieve more.
Building future of a profession would need an unclouded commitment on the part of
the professionals. Professionals need to discover and identify choices which might
have been insufficiently exploited and pursued. As strategic managers, Company
Secretaries should be more aware of the choices and make conscious use of
them. The need of the hour is to be responsive and innovative in providing creative
solutions to corporates meeting the aspirations of dynamic environment. Company
Secretaries need to be ever vigilant so as to respond to the challenges in a more
positive and proactive way.
To succeed in this environment, Company Secretaries must continually improve
their service delivery methods. It is only the innovative and strategic professionals
who can stay ahead in the competition. It lies in identifying right strategies, effective
compliance management, good governance norms and ethical practices, providing
creative solutions and guiding companies rightfully.
7. Role of Company Secretaries in National and Global Governance

The speed and the tenor with which the changes are happening in India and abroad,
make it imperative for professionals to keep pace with these changes in all their
dimensions to surge ahead in promoting good governance and sustainability of the
corporate and nation as a whole.
As professionals being exclusive custodian of governance expertise, they need
to profess high ethical and moral values, and to redeem governance culture.
As specialist in Corporate Governance, Company Secretaries continuously own the
responsibility to ensure that the corporate sector creates a governance culture that
is able to generate wealth in a sustainable, ethical and socially beneficial manner
and fulfils their obligation to all the stakeholders.
The Company Secretaries are the guardians of Company’s Governance and
an independent adviser to the corporates. As Governance professionals, they are
the guardians of not only huge funds invested in the corporate but also of the
stakeholder trust, they need to ensure that such trust is not breached and funds
are utilized towards sustainable growth. As Governance Professionals and the
practitioners of corporate governance, they are in a leading role in making India a
global leader in good governance practices. Foremost, it is important to adhere
to values of honesty, integrity, truthfulness and adopt the best practices.
Governance Professionals have a significant impact on the level and quality
of governance and development of a conducive governance culture within the
organisation whether it is banking sector, insurance sector, non-governmental
organisation (NGO), financial markets, etc. The governance professional assists an
entity to adopt a vision and strategy enforcing the elements of good governance.
Governance professional provides effective and efficient safeguard against
corruption, fraud and mismanagement and ensures responsiveness towards its
multiple stakeholder groups.
Emerging economic and regulatory scenario requires Board of Companies to be
competent enough to handle the compliance requirements under various jurisdictions.
The Company Secretary is the most coveted officer to ensure compliances across
jurisdictions and this is the reason that today appointment of a Company Secretary
is being made mandatory in various jurisdictions. The role of Company Secretary is

transforming at the global platform into the Governance professional.
At the global frontier, the Institute is a founder member of Corporate Secretaries
International Association (CSIA) and has linkages with various International
bodies involved in promoting the cause of Corporate Governance. The Malaysian
Association of Company Secretaries (MACS) has launched Secretarial Practice
Guide on meetings of the Board of Directors by adopting Secretarial Standard-1 on
Board Meetings issued by the ICSI. It is a testimony that other global organisations
are adopting our governance frameworks.
Currently, the Institute has six overseas centres opened in United States of America,
Australia, UAE, United Kingdom, Singapore and Canada. The leadership role of the
Institute in Corporate Secretaries International Association (CSIA) and participation
of the Institute in International Conferences is an indication of Institute’s growing
global presence.
The ICSI, as a premier organization of international repute with an apparition of serving
professional excellence in compliance and governance, has been instrumental in
going hand in hand with the governments’ initiatives towards establishing and
advancing the culture of methodical good governance in the nation.
The ICSI has not only aced in its role as the pioneer of pursuing good governance,
rather it has spawned good governance in areas beyond corporate governance and
has sprawled good corporate governance beyond the boundaries of this nation.
The ICSI takes pride in its roots in ancient history and intends to take it along in
its journey forward and expand extensively with its Vision to be a global leader
in promoting good corporate governance and Mission to develop high calibre
professionals facilitating good corporate governance.
Our Nation’s unique wisdom emanating from our cultural heritage and the
remarkable achievements during the last 75 years provide us with the intrinsic
strength of offering something that the global community requires. India as a
Vishwaguru in promoting Good Governance can provide the impetus, guidance and
direction for strengthening the same. A Company Secretary is considered one of
the core guidance providers for an organization due to the specialized skills and
technical knowledge gained in the course of their dealing with many corporates.
They are the natural conscience keepers for the corporate sector being specialists
in the fields of corporate governance, regulation and processes. Professionalism
entails possessing specialist knowledge and following a standard of conduct based
on ethics that governs the use of this knowledge when providing services to the
corporate. Company Secretaries, as governance professionals provide specialist
knowledge to various corporates, are viewed as one carrying additional moral
responsibility with honesty, objectivity, impartiality and high integrity.
Company Secretaries are well suited to play a significant role in national as well as
global governance. In developing a global and sustainable corporate governance
model, they identify corporate governance practices that promote a durable culture
of sustainability within the organizations. Considering the evolving responsibility of

navigating from national to global governance, the Company Secretaries play an
integral role in driving awareness at Board level by advising the Board on adoption
of best practices that facilitates the Board’s understanding of compliance, Risk
Management, ESG and Technology Governance.
The Corporate world looks upon the Company Secretaries to build a sustainable
corporate governance model that can be benchmarked with international peers.
To achieve this, they need to continually develop their skill sets to enhance their
level of awareness required for the changing role through training and professional
development programs. They also need to be responsive to changes to guide the
organizations through more complex regulatory environment and closer stakeholder
scrutiny in an integrated and holistic approach.
*****
2
CS: A Preferred Professional
The future depends on what you do today.

– Mahatma Gandhi
1. Introduction
India has gone through a major structural transformation since 2014 (when it was
ranked 10th) and is now the 5th largest economy, overtaking the United Kingdom.
There is also a possibility that India will overtake Germany by 2027 and Japan by
2029. India is behind 4 countries (USA, China, Japan and Germany) in terms of the
size of the economy. State Bank of India (SBI) released a research report recently
which states that India is likely to become the third largest economy in the world by
2029. The Union Finance Ministry has reported that the Indian economy is on course
to achieve a projected 8-8.5% growth based on high-frequency indicators for the
first quarter of the FY 2022-23. Several high frequency indicators like E-way bills,
rail freight, port traffic, GST collections and power consumption have demonstrated
a V-shaped recovery in the economy.
Today India is the fastest growing economy among the G-20 economies. India is at
the first place in terms of smartphone, data consumption and second in terms of
Internet users. India is at the second place in the Global Retail Index, India is the
third largest energy consumer country of the world and the world’s third largest
consumer market is in India. India has created a new record by doing merchandise
exports worth 470 billion dollars this year. There is unprecedented investment in
the infrastructure.
The number of patents granted in the country has increased four times in the
last five years, whereas trademark registrations have increased five-fold. In the
Resolving Insolvency rankings, India has moved from 108th to 52nd position and
in the Global Innovation Rankings (GII) to 46th place among 132 economies. In the
Global Competitive Index, India has moved to 37th position in 2022 as compared to
71st position in 2014.
New technology, business practices, changes in the global economy creates need
for new or evolving professional opportunities. The professional world is always
evolving, and today that evolution is largely spurred by advances in technology.
CS: A PREFERRED PROFESSIONAL 29
In the emerging scenario Company Secretary is a well-versed professional who

plays multifarious roles in a Company, and company is not required to consult other
professionals for various requirements. The timely advice of a Company Secretary
saves businesses, in particular Startups and MSMEs, from huge costs, unwanted
legal issues, penalties and most importantly time.
These developments indicate that the scope of work and recognition for
Company Secretaries is going to evolve like never before. New opportunities are
opening up for the Company Secretaries. Regulators are reposing faith in the
profession by according new recognitions. Company Secretaries are now called
the Governance Professionals and rightly so as they now are seen as a key role
player in the overall governance structure of not only the corporate but of the
entire country.
2. Characteristics of a Professional
Seize
opportunities
Ask Characteristics
Questions of a Professional Dedication
Persuasiveness
Seize every opportunity

It must be noted that an opportunity does not knock just once. It knocks all the time,
though one may not recognize it. One technique is to learn from successful people
by finding out how they achieved success.
Start by asking questions

Successful people will share their knowledge and experiences with you if you
ask good questions that stimulate their thinking and responses. The quality of
the information you receive depends on the quality of your questions. The key to
connect with others is conversation and the secret of conversation is to ask the right
30 CS: A PREFERRED PROFESSIONAL
questions. A conversation can lead to a relationship and a nurtured relationship can

produce amazing results.
Dedication
Two questions you should ask yourself on a fairly regular basis i.e. “What can I do to
contribute to my profession—to my employer and my professional association?” and
“How can I be professionally accountable?” Perform your duties with dedication
and commitment to achieve desired outcome.
Develop persuasive powers

Being professionally accountable means knowing how to influence people. The
future belongs to the competent. Company Secretaries need to be multifaceted in
competence and become charismatic communicators with technical competence
and excellent people skills, especially in negotiating. This means developing the habit
of learning everywhere, every day.
If you want to be successful, you will have to get used to being a professional. How
you look, talk, write, act and work determines whether you are a professional or not.
3. Key Attributes of a Company Secretary
Multitasking Organisational Interpretation Planning Eye for

Skills Knowledge of Law Skills Detail
Effective Sound Good Analytical

Communication Judgment Interpersonal Skills
Skills Skills
The word ‘professional’ may be defined in two ways - one refers to a person with a high
degree of knowledge or skill in a particular field and other means the way a person
performs his duties, i.e., with a high standard of professional ethics, sound behaviour at
work, right attitude, etc. The second implication is difficult to attain. It is easy to do a job,
but to do it well is a challenge. Actually, being a professional means more than simply
acquiring a degree. It means being true to your chosen profession and trying to excel
in any job assigned. Professionalism is an attitude towards work rather than anything
else and it has to be acquired over a period of time.
A Company Secretary works in a very dynamic environment constantly working

towards meeting Regulators, Corporates and other Stakeholders expectations.
There are some basic qualities that are essential for any Company Secretary as the
landscape for the professionals is ever evolving in terms of regulatory, economic,
technological and global developments.
Company Secretary as a multi-disciplinary professional is expected to be in the
forefront as the preferred professional in the fast evolving and emerging dynamic
environment, not only in India, but globally as well. The corporate sector, government
and the regulators have very high expectations from the CS professional which
requires the Company Secretary both in employment and in practice to raise the
bar, achieve excellence and continue the good work.
Below is an overview of some attributes that a Company Secretary should possess:
(i) Multitasking Skills

A Company Secretary has to perform many tasks simultaneously making sure that
corporate compliances; supporting communications between management and the
board of directors, etc. is up to date. It is very important to be able to deal with
priorities in a time bound manner. Because the job does tend to be quite varied,
a Company Secretary has a number of tasks on his desk at any one time. In such
a scenario, a Company Secretary should possess excellent multi-tasking skills to
cater to the needs of the Organisation, Regulators and other stakeholders in timely
and efficient manner.
(ii) Organisational Knowledge

A Company Secretary must understand the business and the context of their
organisation. They must be able to translate governance theory into the appropriate
frameworks, policies and processes for their organisation. The chairperson will not only
depend on the Company Secretary to bring compliance issues to the attention of the
board of directors at meetings, but also to provide solutions for implementing actions.
The Company Secretary must be able to develop and implement these in a way that
their organisation can readily understand and comply with the same.
(iii) Good Knowledge of Interpretation of Law

Company Secretary acts as an administrator, a mediator, an advisor and decision
maker in an organisation. The Board looks upon the Company Secretary for advice
relating to Board processes, compliances, governance and sustainability related
aspects. It is, therefore, expected from a Company Secretary that he possesses good
interpretation and legal skills to respond to such requirements. A Company Secretary
should not only be good in just his core domain, viz. Company law, but also all other
applicable laws. Even if a Company Secretary role may not require to be involved in
other legal matters, yet interpretation of law is a must have skill.
(iv) Planning Skills

A Company Secretary must have plans in place at all times. This is essential,
given that board and committee meeting cycles are schedule-driven and external
and internal compliance obligations must be met on time. This means Company
Secretary have to be good at managing priorities, because there are always several
ongoing projects that will require attention at the same time.
(v) An Eye for Detail

A Company Secretary must ensure that the work of the board, in particular, as well
as that of the organisation is executed correctly, without mistakes or omissions. For
example, the Company Secretary acts as the shareholders’ first point of contact with
the company. Circulation of announcements, correspondence regarding dividends,
registration of share ownership, transfers and all areas relating to shareholdings
must all be managed seamlessly.
(vi) Effective Communication Skills

Company Secretaries work with senior people – board members or directors, CEOs,
senior executives and often many senior external stakeholders (including regulators,
investors, etc.). They must possess discretion, diplomacy, tact, emotional intelligence
and good negotiation skills. They must be able to listen well and effectively
communicate both orally and in written form. The Company Secretary should build
effective working relationships with all board members, offering impartial advice and
acting in the best interests of the company. In promoting board development, the
Company Secretary should assist the chairman with all development processes,
including board evaluation, induction and training.
(vii) Sound Judgment

The ability to assess and make sound judgments, often in circumstances involving
conflicting situations, is a key requirement for a Company Secretary. This is
especially so, given the senior people with whom a Company Secretary has to deal
with. The Company Secretary also has an important role in communicating with
external stakeholders, such as investors, and is often the first point of contact for
queries. The Company Secretary should work closely with the Chairman and the
board to ensure that effective shareholder relations are maintained.
(viii) Good Interpersonal Skills

Interpersonal skills are those skills which a person deploys while dealing with fellow
colleagues. Apart from professional goals, we also have certain personal goals
which we seek to maximize at work place. This includes finding good colleagues
and developing relationships. Maturity, Honesty and Openness will certainly help
in improving interpersonal skills. Networking skills are the initiation of workplace
relations while interpersonal skills help to gel this further. In short, interpersonal
skills are a must for an aspiring Company Secretary.
(ix) Analytical Skills
Analytical skill consists of categories that include logical reasoning, critical thinking,
communication, research, data analysis and creativity. These skills help in predicting
future market dynamics and identifying the different advantages and risks of a specific
pathway. Analytical skills are useful as it helps professionals to come up with solutions
to multiple situations and determine what measures should be taken immediately
based upon the analysis of data in hand. Acknowledging challenges and assessing
the circumstance for potential solutions is a key competency for Company Secretary
at all stages.
4. Why is CS a Preferred Professional?

A Company Secretary is a competent, independent professional who has vast
experience and exposure. He is not only thoroughly conversant with the technicalities
and substantive provisions of the corporate laws but is also a highly specialized
professional in the matter of compliances enjoined under various statutes and the
rules, regulations, bye laws, guidelines made thereunder.
Company Secretary, being Key Managerial Personnel and Corporate Manager,
knows entire internal and external business environment of the Company and guides
the Company. Internal business environment includes vision, mission and objectives
of organisation and its structure, corporate culture and style of function of top
management, actual resources and technological capabilities of the organisation.
External business environment includes micro and macro business environment
which contains factors like economic, political, legal, social factors, global market
conditions, technological and demographic changes and competitiveness.
A Company Secretary acts as an in-house legal expert and a compliance officer of
the Company. Being a multidisciplinary professional, he/she renders Corporate
Governance Services, Corporate Secretarial Services, Secretarial/ Compliance Audit
and Certification Services, Corporate Laws Advisory Services, Representation Services,
Arbitration & Conciliation Services, Financial Market Services, Strategic Management
Services, Finance and Accounting Services, Taxation Services, International Trade and
WTO Services, etc.
A Company Secretary in Practice (PCS) is also a multidisciplinary professional
having expertise in the Companies Act, SEBI laws, FEMA, corporate funding,
mergers and acquisitions, management, accounting, finance, resolution of
corporate disputes, etc. A PCS renders various services viz. certification/attestation,
compliance, advisory, representation and arbitration, conciliation services and the
other services as prescribed under Section 2(2) of the Company Secretaries Act,
1980 to the corporations, body corporates, societies, trusts, associations, enterprises,
undertakings, etc.
Companies Act
Resolution of
Corporate
Disputes SEBI Laws
Finance Company
FEMA
Secretary - A
Preferred
Professional
Accounting Corporate
Funding
Management Mergers &

Acquisitions
Companies Act, 2013 has substantially enhanced the scope for a Company Secretary
and expectations of the regulator from Company Secretaries, both in employment and
in practice. Considering the impact created by the profession in guiding the corporates
in governance and compliances and also shaping the regulatory framework beyond the
boundaries of Company Law in areas such as FEMA, Competition Law, Securities Law,
Insolvency, Valuation, GST, Taxation Laws, Arbitration, etc., it can be said that CS is the
preferred professional with multi-disciplinary focus.
Company Secretary possess expert knowledge in various laws, strategic
management and operations of the company. The Regulators have reposed trust
on the profession since its inception and in the last few years several recognitions
have been accorded to Company Secretaries by the MCA, SEBI, IFSCA, PNGRB,
Ministry of Consumer Affairs and other regulators, which is testimony to the growing
relevance of the Company Secretaries profession in the emerging areas.
The expectations from the Company Secretaries, as they are being referred to as
“Governance Professionals” extend to the areas of Corporate Social Responsibility (CSR),
Business Responsibility and Sustainability Reporting (BRSR) and Environment Social
Governance (ESG), all of which taken together highlight the focus on sustainability,
where the Company Secretary is considered as a preferred professional, having expert

knowledge of subjects concerned combined with required skills.
The prominent role of Company Secretaries in these areas, being at centre stage of
any organisation is worth mentioning here. Also, there has been a paradigm shift in
the role of Company Secretary after introduction of ESG, Social Audit and Business
Responsibility and Sustainability Reporting (BRSR) from just being a Compliance
Officer to his journey in becoming a Preferred Professional.
Today, Company Secretary is the preferred professional in the entire gamut of
Corporate Laws. Meeting the rising expectations from the corporates and the
regulators, the CS professional has shown the capability to take on bigger roles in
areas beyond Corporate Laws. With the growing importance and emphasis on ESG
and related areas, dealing with various non-financial metrics becomes imperative,
where the expertise of CS comes in handy. In the wake of the push for achieving
the Sustainable Development Goals (SDG’s) through various initiatives such as CSR,
ESG and Social Stock Exchanges in India as well as certain other countries in the
world through similar initiatives, the CS is invariably the looked-to professional by the
Corporates and the regulators.
As the opportunities are getting increased on account of changed economic, commercial,
legal and digitalised environment, among various professions, Company Secretary is a
Preferred Professional. The fast evolving technological changes, new regulations and
legislations have opened new domains for Company Secretaries.
Company Secretary profession is moving into an era of specialization and there is a
need to up skill constantly by embracing technology and exploring new opportunities
opening up for the profession. We have to re-invent and build the next generation
practicing firms and move forward to provide world class services by building new
delivery systems to clients across the globe in new areas such as Forensic Audit,
Arbitration, Sustainability, Co-operatives, Startup support services, Valuation,
Insolvency and Bankruptcy, Cyber Risk Management and provide a host of Business
Advisory Services to clients to remain at forefront amongst other professionals.
5. Expectations from the Company Secretary
• Legal Mentor
Government/
• Due Diligence & Care
Regulator '
• Substantive Compliance
• Compliance Advisory
Industry • Communication Bridge
• Technology Expert
• Value Creation
Stakeholders • Champion of Corporate Governance
• High Standards of Professionalism
Company Secretaries as a professional have proven their mettle at every front,

they have essential knowledge and skills to drive the corporates, and enhance
national growth. Yet again with the speed the regulatory framework is changing, the
Company Secretaries have to be prepared and always remain at forefront to meet
the expectation of regulators and other stakeholders.
In the last few years, we have seen drastic change in the position of Company
Secretary moving from Boardroom to the outside world whether it is with regulators,
government, shareholders or with the stakeholders, at large. The compliances are
getting stricter day by day whether w.r.t Corporate Governance or the legislations
and thereby giving infinite opportunities to Company Secretaries. The regulators
have reposed immense confidence in Company Secretary by bestowing upon him
with the position of Key Managerial Personnel (KMP) and Compliance Officer.
Global businesses have also redefined the role of Company Secretaries and the
Government and regulatory authorities’ increasingly and continuously reposing greater
trust and confidence in the profession. The new digitalised corporate environment has
made businesses more complex and the complexities of modern businesses have
given rise to the emergence of many varied newer areas of specialization such as
compliance with SEBI guidelines, raising of resources through various instruments to
augment foreign investment, risk management, Exim Policy, MSMEs and Start-ups,
GST, IPR legislation, International arbitration, Foreign collaboration and Joint ventures,
CSR and sustainability.
Company Secretary must perform his duties with reasonable care and ensure all
business procedures to be matching with all legal provisions. A profession is all
about appropriate response to situations. The forte of the professionals is that it
can’t be programmed and requires application of mind, of course, ethical application
of mind. The emerging regulatory paradigm is certainly demanding and would be
more demanding with the passage of time.
(i) Expectations of the Government & Regulators
(a) Legal Mentor
A key expectation of Regulators from professionals is that they accept legal and
ethical responsibilities for their work and give due emphasis to the interest of the
public and society. A Company Secretary is looked upon by the regulators, as ethical
and trustworthy professional whose professional competence has made a mark in
the corporate sector. Therefore, there is a need to foster a value revolution with
deeper conviction and creative consciousness, leading us to be the best governed
professionals.
(b) Due Diligence & Care

With the rapid change in business environment and consequent emergence of
new regulatory regime, the role, profile and expectations of stakeholders from
Company Secretaries are increasing in equal proportion and sometimes beyond.
Today’s Company Secretaries have a more demanding role than their peers in the
inception times. Today they have to look beyond a just ‘probity and prudence’ and
to focus on managing competing imperatives. The changed environment and the
internal compulsions arising from greater competition and the need to improve
market share/ profitability gave rise to the quest for greater efficiency and the need
to reposition themselves.
(c) Substantive Compliance

The new regulatory framework requires Company Secretaries to be adaptive, and
agile on the one hand, and to equip themselves in terms of knowledge, expertise
and other technical skills to efficiently deliver value added services. An appreciation
and understanding of emerging dynamic business and regulatory environment would
certainly help in measuring expectations and the competencies to convert these
challenges into opportunities.
(ii) Expectations of the Industry
(a) Communication Bridge
Corporates need Governance professionals to provide professional guidance to
shareholders, boards, individual directors, management, and other stakeholders
on the governance aspects of strategic decisions. The corporate expects them to
act as a bridge for information, communication and advice between the board and
management and between the organization and its shareholders and stakeholders.
(b) Technology Expert
The Covid-19 pandemic has emphasized upon the immense potential technology
hold in the conduct of businesses and the same is likely to continue in future. The
industry and the business community is looking for value addition to their business.
A Company Secretary needs to leverage the advantages of technology and make
the best use of them in all the emerging areas like internal audit, forensic audit and
such other compliance and governance related areas.
Needless to mention that Company Secretaries need to invest in improving their
technology expertise, take the highest advantage of digitalization and be ‘industry
ready’ and accordingly need to reposition themselves in order to meet the
expectations of the industry. Value addition and stakeholders’ wealth maximization
will be the key ‘mantras’ to sustain the growth momentum in the market place.
Multi-tasking and versatile knowledge would be the required skill sets to reach the
pinnacle. Therefore, a new orientation in thinking, perception and action is required.
A Company Secretary must be industry ready professional who knows how to apply
his knowledge in real life situations while entering the corporate sector.
(c) Compliance Advisory

The profession of Company Secretaries needs to evolve to meet the challenges of a
more dynamic business and regulatory environment. The Companies Act, 2013, SEBI
Listing Regulations, 2015 and the GST regime etc. depict significant improvements in
the corporate sector operations and cast huge responsibility on Company Secretaries.
A Company Secretary provides consultancy services and guidance on various
strategic, governance and compliance issues. MSME’s go through a series of
funding starting from seed capital to first round and second round, each valuing the
MSMEs at a different stage. With this much importance to MSMEs and “Self-Reliant
India” concept, the role of Company Secretary becomes multi folded on both the
front i.e. compliances and advisory.
Company Secretaries have a unique role to play and an opportunity to contribute
towards the Start-up India initiative. Through their professional training, experience,
and skills, Company Secretaries can help the start-up entrepreneurs to build
systems, processes, and practices that promote compliance with regulations and
governance practices from the beginning.
Start-ups are most favourable business model in the Atmanirbhar Bharat. The role
of the Company Secretary in Start-ups is beyond the traditional one. A Company
Secretary can, not only guide start-ups right from conceiving idea, incorporation,
funding, approvals, licences, day-to-day business affairs like compliances, valuations,
but also detect and minimise frauds and scams and to stay abreast with corporate
governance as a conscious keeper.
(iii) Expectations of the Stakeholders
(a) Value Creation

Good governance leads to sustainable value creation, accountability, effectiveness
and long-term stability of the organization. Corporate governance is about value
creation in a value based manner. Good Governance paves the way for securing
a good position in the judgment of stakeholders and as a result well governed
companies create more wealth than their peer group companies. Good corporate
governance not only increases shareholders value but helps in maintaining trust
and confidence of the stakeholders.
(b) Champions of Corporate Governance

Company Secretaries are the natural conscience keepers for the corporate sector
since they are specialists in the fields of corporate governance, regulation and
processes and are the eyes and ears of the Board on such matters. Company
Secretaries play a pivotal role in ensuring that companies are not just complying
with the laws and regulations but these are getting implemented in the spirit of
those laws and regulations. It is they who validate board processes and ensure
that companies do the right things always. The proper functioning of the corporate
sector depends on good corporate governance and good corporate governance
depends on Company Secretaries who, as gate keepers, serve the interests of the
company and the society with honesty and integrity.
(c) High Standards of Professionalism

Organisations are increasingly demanding to illustrate corporate transparency and
accountability in handling their internal affairs. Company Secretaries are expected
to serve the broader interests of the public and contribute to promoting a culture
of good governance while they serve the interests of their clients. In this context,
Company Secretaries in the discharge of their roles and responsibilities must aspire
to a higher standard of professionalism beyond fulfilling the requirements of the law
and expectations of clients.
As a Company Secretary’s role has progressively become essential to a company’s
proper operations, and so has the demand for this job position. A Company
Secretary does not just hold the highest position in the organisational structure,
but the role is highly significant within the entire organisation and outside of it. This
work profile offers countless career opportunities with challenging circumstances.
As a preferred professional, the Company Secretaries shall endeavor to raise the
bar with the evolving times to contribute meaningfully to the public interest.
6. Measures for meeting the Expectations

The key to achieve greater heights and meeting the expectations of stakeholders is to
challenge ourselves, introspect ourselves with tasks requiring a high degree of skill and
commitment. High degree of skills and commitment comes from continuous learning
and practice. Continuous learning provides vision beyond the normal vicinity that helps
in identifying emerging opportunities and guidance for preparedness.
The profession has been very dexterous, responsive and adaptable to transform itself
to the changing times from industrial revolution to Industry 4.0 where a paradigm
shift is occurring as the dawn of digital era begins. Technology is not only disrupting
but also enabling innovation across the industry and organizations. Technology
is changing the traditional way of businesses like the emergence of Blockchain,
Artificial Intelligence, Data Analytics, Internet of Things and Robotic Process
Automation which necessitates our profession to enhance its ability to reimagine,
realign and reboot itself to navigate the risk emerging with digital economy but also
nurture innovation for value creation by supporting new businesses.
The knowledge, expertise and experience of Company Secretaries in all fields is
being further enhanced with the help of digital tools. A comprehensive plan will
enable profession to raise the bar by understanding the demands and resources
required to build the pathway of growth for the profession and the nation.
In the present environment where everybody is fully committed in establishing a good
governance culture, Company Secretaries in practice & in employment are providing
their value driven expertise to the Corporates in various fields like Secretarial Audit,
Due Diligence, and Insolvency, etc. as a part of good Corporate Governance. The
transparency, integrity & honesty must be reflected in every single task that is
performed by Company Secretaries. It is all about the good corporate governance
and transparency which makes the ease of doing business better. It is well known
that if a company does not have good corporate governance practices in place, it
cannot sustain. A Company Secretary is duty bound to nurture the culture of Good
Corporate Governance and guide the corporate in rightful manner and pose readiness
for newer ideas, thoughts and assist in economic development as a whole. Company
Secretaries should be sought for with conviction by the stakeholders, for abilities to
deliver value, for knowledge and skill-sets. Company Secretary should emphasise on
quality of service delivery and adopt a professional approach rather than quantum of
service and shall always maintain trust and confidence of the corporate. Company
Secretaries should enlarge portfolio and enhance competencies in strategic areas
such as IPR, Valuation, Arbitration, etc.
Dr. Martin Luther King Jr. once remarked, “The ultimate measure of a man is not
where he stands in moments of comfort, but where he stands at times of challenge
and controversy”. If you strategize, plan and are willing to embrace change, then
you will be able to acclimatize the changing business milieu. Being flexible allows a
professional to act proactively and guide the entities response to changes without
being paralyzed with fear and uncertainty.
Company Secretaries need to ensure that the company delivers outstanding
sustainable business performance year after year. They will need to take broader
strategic view on the position of company within the wider society, how it establishes
in communicating its values, how it protects its reputation, how it adheres to highest
ethical standards, and how it integrates sustainability within business and so on.
Company Secretaries must invest in self-development and building leadership skills
to meet the ever increasing expectations.
*****
3
Emerging Areas and Role of Company

Secretary
You must do the things you think you cannot do.

- Eleanor Roosevelt
1. Introduction
India is witnessing a phenomenal growth and expansion in the corporate sector.
Economic growth is a fundamental requirement for the development of a country
which can be fuelled by professional support. Be it MSMEs, Start-ups, Government
Organisations, Corporations; professionals are necessary for long term success and
sustainability. The growing demand for specialists in almost every sphere of the
corporate functions has led to the emergence of professionals who can perform
specialized skills with near perfection in their respective fields.
A Company Secretary is a preferred professional who is responsible for efficient
management of the corporate sector. In a rapidly changing economy, industrial
environment and emergence of the need for corporate governance and ethical
business practices, role of a CS has also changed substantially over last three
decades. The stakeholders are becoming vigilant towards good governance. In
view of the increasing emphasis on adherence to the norms of good corporate
governance in today’s business environment, there has been increased focus on the
professionals like Company Secretaries who support and guide the management
team in generating long-term added value for the shareholders and society at large.
Presently, the CS profession has achieved a significant position in corporate world
by stepping in a leadership role.
The rapid corporatization has brought about a sea change in the role and profile of a
Company Secretary. Besides embarking upon traditional areas of practice, Company
Secretaries are preferred to advise and guide on various Strategic aspects of business
for identifying expansion opportunities, issuing due diligence certificate, arranging
foreign collaborations, amalgamations, mergers, acquisition, takeovers, setting up of
subsidiaries and joint ventures within and outside India, etc.
With each passing day, the profession is commanding respect not only in the
corporate sector but is well regarded by authorities and other stakeholders in
India. Company Secretaries possess the power to influence the nations’ corporate
governance framework. Company Secretaries have major role in ensuring
42 EMERGING AREAS AND ROLE OF COMPANY SECRETARY
adherence to law in letter and spirit by the corporate to enable rise of well-
governed businesses boosting the economic sector, helping the nation towards
rapid economic growth.
As the corporate sector has been witnessing economic and regulatory changes
and unforeseen market environment, Company Secretaries as multi-skilled and
multifaceted professionals, are ready to undertake newer areas and explore many
fertile and untapped areas. The new digitalised corporate environment has made
businesses more complex and the complexities of modern businesses have given
rise to the emergence of many varied newer areas of specialization such as MSMEs
and Start-ups, Arbitration, Risk & IPR Management, Forensic Audit, RERA, Labour
Laws, CSR and Sustainability, etc. Tapping these emerging areas requires a changed
mind-set and confidence.
2. Some new or untapped areas for the Profession
A. Start-ups & MSMEs
(i) Start–Ups
Innovation
New
Business
Technology
Startup
Start-up is a young venture or a company with a core technological component and high
growth potential. These are entrepreneurial ventures in their early stages of operations
typically aimed at resolving a real life issue with an innovative product or service. These
ventures are typically small in nature, new, and funded either by founding entrepreneur
or a group of investors who believe in the founder or company concept.
With the Government initiatives, start-up has gained its feet and many Young
ventures are routing entrepreneurship through Start-ups. Under the Start-up India
initiative, the focus of Government is towards innovation, development, deployment or
EMERGING AREAS AND ROLE OF COMPANY SECRETARY 43
commercialization of new products or services. The initiative is aimed at providing an

easier way to entrepreneurs to set-up new business networks. Startups are playing a
very important role in generating employment within the country and also by reducing
the dependency on other countries. A number of startups are also able to raise millions
of funding from the foreign investors and thereby making India an investment hub.
The Government hopes to accelerate spreading of the Startup movement:
• From digital/ technology sector to a wide array of sectors including agriculture,
manufacturing, social sector, healthcare, education, etc.; and
• From existing tier-1 cities to tier-2 and tier-3 cities including semi-urban and
rural areas.
The Action Plan is divided across the following areas:
• Simplification and Handholding
• Funding Support and Incentives
• Industry-Academia Partnership and Incubation
Definition of Startup (only for the purpose of Government schemes)

Startup means an entity, incorporated or registered in India not prior to five years,
with annual turnover not exceeding INR 25 crore in any preceding financial year,
working towards innovation, development, deployment or commercialization
of new products, processes or services driven by technology or intellectual
property.
Provided that such entity is not formed by splitting up, or reconstruction, of a
business already in existence.
Provided also that an entity shall cease to be a Startup if its turnover for the previous
financial years has exceeded INR 25 crore or it has completed 5 years from the date
of incorporation/ registration.
Provided further that a Startup shall be eligible for tax benefits only after it has
obtained certification from the Inter-Ministerial Board, setup for such purpose.
(ii) Micro, Small and Medium Enterprises (MSMEs)

Micro, Small and Medium Enterprises (MSMEs) play a significant role in the global
economy and particularly in our country where MSMEs constitute nearly 94% of the
industrial enterprises in the economy. The sector contributes 36% of the total value
of exports of the country and employs over 80 million people. The contribution of
the MSME sector to the output of the country is 40% and to the GDP is over 8%.
In recent years, the MSME sector has consistently registered higher growth rate
compared to the overall industrial sector. MSME is the pillar of economic growth
in many developed, and developing countries in the world. MSMEs have played a
prominent role in the development of the country in terms of creating employment
opportunities.
The Government of India has enacted the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006. The Act seeks to facilitate the development of
these enterprises and also enhance their competitiveness. It provides the first ever
legal framework for recognition of the concept of “enterprise” which comprises both
manufacturing and service entities. It defined medium enterprises for the first time
and seeks to integrate the three tiers of these enterprises, namely, Micro, Small and
Medium.
MSME Classification applicable w.e.f 1st July, 2020

Composite Criteria: Investment in Plant & Machinery/equipment and Annual
Turnover
Classification Micro Small Medium
Manufacturing Investment Investment Investment

Enterprises and in Plant and in Plant and in Plant and
Enterprises Machinery or Machinery or Machinery or
rendering Services Equipment: Equipment: Equipment:
Not more than Not more than Not more than
Rs.1 crore and Rs.10 crore and Rs.50 crore
Annual Turnover; Annual Turnover; and Annual
not more than not more than Turnover; not
Rs. 5 crore Rs. 50 crore more than Rs.
250 crore
Role of Company Secretaries in Start-ups and MSMEs
Entrepreneur
In-house Company
Secretary
Consultant
i. As an Entrepreneur: The word ‘Entrepreneur’ is a French word meaning ‘to

undertake’. An entrepreneur is an innovative initiator who takes the responsibility
to translate ideas into commercially viable innovation, entities, or businesses.
Entrepreneurs are playing a key role world over and especially in a nation like
India, which is on the verge of becoming a US $ 5 trillion economy. Company
Secretary can become a successful Entrepreneur having expert knowledge and
experience in corporate, taxation and legal subjects.
ii. As In-house Company Secretary: Depending on their size and nature, the
start-ups and MSME’s may appoint full-time Company Secretaries to help
them in compliance related matters which inter-alia include, complying with
applicable rules and regulations, acting as an advisor to the Board, maintaining
of minutes and records, timely review of regulatory and statutory changes.
The Company Secretary is responsible for ensuring compliance with statutory
and regulatory requirements under various laws such as Companies Act, SEBI
Laws, FEMA, Labour laws, etc. and it is his responsibility to ensure that the
company and its directors operate within the law.
iii. As Consultant: Startup India Hub is a one-stop platform for all stakeholders in
the Startup ecosystem to interact amongst each other, exchange knowledge
and form successful partnerships in a highly dynamic environment.
Company Secretaries may provide various services viz. incorporation
services, registration services, legal and documentation services, etc. and
hence act as Startup consultant. A Practicing Company Secretary can be
very useful to a Startup and save the company from very high costs for non-
compliance, legal issues and delayed filings.
Services rendered by Practicing Company Secretaries in Start-ups and MSMEs
Incorporation
Risk & Secretarial
Management Services
Legal Services Fund Raising

Services
Registration
Taxation
and Licensing
Services
Services
(i) Incorporation & Secretarial Services

A Practising Company Secretary guides the founders or promoters in incorporating the
Company with articles and objectives in line with their business requirements. If the
business so necessitates, the Company Secretary can also advise about different kind
of business constitution like companies, Limited Liability Partnerships, etc.
A Company Secretary in Practice is known for the secretarial services and is an
expert in providing such services like; change in directors, change in registered
office address, change in business objects of the company, issuance of shares,
closure of company, etc. With these niche skills, a Practising Company Secretary is
a professional for all the secretarial aspects for any startup.
A Company Secretary can help Entrepreneurs / Business Establishments to get
registered under the MSMED Act, 2006 and advise them in relation to MSME
Investment, Benefits and Compliance Matters.
(ii) Fund Raising Services
Every start-up and MSME need funds in order to run the business properly and the
start-up must ensure that investment comes through proper banking channels. In
India, the Reserve Bank of India (RBI) regulates or monitors all the foreign funds which
are being invested and the professionals like Company Secretaries are very well
versed with all the reporting requirements to the RBI. In some of the reporting made
to RBI such as FC- GPR (Foreign Currency Gross Provisional Return) form. Practising
Company Secretary may certify such form for approval of the said investment.
(iii) Registration and Licensing Services

A Practising Company Secretary can help the Start-ups and MSMEs in all kind
of registration and licensing services like registering the business with food safety
authority, organic certification authority, local licenses from municipality, drug
license, Real estate license, Import Export Code (IEC), government e-marketplace
registration and many other licenses and registrations.
Further, Company Secretaries guide the entrepreneurs on the criteria of Startups
in India and assist in applying for the Start-up India registration, and obtaining the
Certificate of Recognition for Start-ups.
(iv) Taxation Services
From taxation perspective, there are many activities which require professional
assistance including filing of returns (income-tax, GST), preparation of documentation
for appeals, supporting audits, and any other informational needs. As a consultant,
Practising Company Secretary can also provide such taxation services.
(v) Legal Drafting & Advisory Services
Company Secretaries can help in drafting of various agreements including
shareholders agreements, contracts and deeds. A Startup for day-to-day business
activities forms various business associations for which a valid contract and
agreement is necessary with the legal terminology and specifics varying for each
contract. A Company Secretary is very well versed in the art of drafting and is usually
engaged by the Startups as per the needs of the parties to contract.
Company Secretary can advise Startups and MSMEs on compliance of legal and
procedural aspects, particularly under SEBI Laws, Foreign Exchange Management
Act, Depositories Act, Labour Laws, IPR, Mergers and Amalgamations and Strategic
Alliances & Foreign Collaborations and Joint Ventures. Company Secretary can act
as an advisor to investors, depositors, and stakeholders.
(vi) Risk Management Services

Any business is subject to the risks, in case of Startups, risk involves creation and
lack of appropriate market, IPR risk, team conflicts, etc. The Company Secretary, can
assist the entrepreneurs in handling risks, maintaining proper records, assessing
the situation and guiding appropriately in a transparent manner.
A Company Secretary can guide the MSME’s both at policy and operational level
in formulation of various responsible business policies, implementation of the
principles enshrined, allocation of budgets and approval of the budgets allocated
for these activities and reporting & disclosures.
Additionally, a Company Secretary can serve as a single window service provider to
Startups and MSME’s such as Selection of organizational structure (Sole Proprietorship,
Company, Partnership, LLP, OPC etc.), Setting-up of MSMEs, Listing of MSMEs and
Legal and Regulatory Compliances, handling labour laws compliances, guide MSME
on fund raising, legal documentation, signing of Annual Returns of the Company,
maintaining Statutory Registers, Acting as Legal Advisor and Representative, Handling
matters of GST, Labour laws and Corporate Laws, Conducting Secretarial Audit or
Due diligence before seeking for the funds, Handling matters relating to conversion of
Sole proprietorship or Partnership to Companies or any other form of business entities,
Issuing Compliance Certificate to ensure compliance of various regulatory prescriptions
in case of listing in MSME Exchange, Handling matters of Public issue, Preparation of
detailed project report, providing guidance on Export matters.
B. Alternative Dispute Resolution (ADR)

The Alternative Dispute Resolution (ADR) mechanism which consists of primarily
Arbitration, Mediation, Conciliation, Negotiation and Lok Adalat, helps in
supplementing and complementing the Courts, by providing an avenue for resolution
of disputes outside the Court system, and also in respect of international disputes
by avoiding the complex questions of conflict of laws. Online Dispute Resolution
(ODR) is the resolution of disputes, using digital technology and ADR techniques,
that can help resolve disputes efficiently and affordably.
The concept of ADR is capable of providing a substitute to the conventional
methods of resolving disputes. ADR offers to resolve all type of matters including
civil, commercial, industrial and family, etc. where parties are not being able to start
any type of negotiation and reach the settlement. Generally, ADR uses neutral third
party who helps the parties to communicate, discuss the differences and resolve
the dispute.
Part I of the Arbitration and Conciliation Act, 1996 formalizes the process of Arbitration
and Part III formalizes the process of Conciliation. Part II is about Enforcement of
Foreign Awards under New York and Geneva Conventions.
Arbitration
ADR
Conciliation Mediation
i. Arbitration
The process of Arbitration cannot exist without valid arbitration agreement prior to
the emergence of dispute. In this technique of resolution, parties refer their dispute
to one or more persons called Arbitrators. Decision of arbitrator is binding on
parties and their decision is called ‘Award’. The object of Arbitration is to obtain fair
settlement of dispute outside of court without necessary delay and expense.
Any party to a contract where arbitration clause is there, can invoke arbitration clause
either himself or through their authorized agent which refer the dispute directly to
the arbitration as per the Arbitration clause. Here, arbitration clause means a clause
that mention the course of actions, language, number of arbitrators, seat or legal
place of the arbitration to be taken place in the event of dispute arising out between
the parties.
The role of the Court, as far as the arbitration is concerned is limited to regulating
the process whereas the merits of the dispute are left to the Arbitrator(s) appointed
as per the arbitration agreement. Arbitration mechanism offers a timely, confidential,
less formal and cost-effective approach for the binding determination of disputes. It
provides the parties with a greater control of the process than a Court hearing. The
quasi-judicial nature of arbitration makes it both attractive and effective.
ii. Mediation
Mediation is a voluntary, binding ADR mechanism in which an impartial and neutral
mediator facilitates disputing parties in reaching a settlement. A mediator does not
impose a solution but creates a conducive environment in which disputing parties can
resolve all their disputes. Mediation is a structured process where a neutral person
uses specialized communication and negotiation techniques. It is a settlement process
whereby disputing parties arrive at a mutually acceptable agreement.
Mediation is an informal process, there are no strict or binding rules of procedure.
Mediation enables disputing parties to interact even on one-to-one basis. Mediation
is interest based rather than rights based. Mediation enables parties to settle their
own terms of agreement.
While there is no standalone legislation for mediation in India, there are several
Statutes containing mediation provisions, such as the Code of Civil Procedure, 1908,
the Arbitration and Conciliation Act, 1996, the Companies Act, 2013, the Commercial
Courts Act, 2015, and the Consumer Protection Act, 2019. As India is a signatory to
the Singapore Convention on Mediation (formally the United Nations Convention on
International Settlement Agreements Resulting from Mediation), it is in process of
enacting a law on mediation governing domestic and international mediation.
The Government of India has introduced the Mediation Bill, 2021 in the Parliament in
December, 2021. The objectives of the Bill include the promotion, encouragement and
facilitation of mediation, enforcement of domestic and international mediation settlement
agreements and making online mediation an acceptable and cost-effective process.
iii. Conciliation
Conciliation, like mediation, is a voluntary, flexible, confidential, and interest
based process. The parties seek to reach an amicable dispute settlement with the
assistance of the Conciliator, who acts as a neutral third party.
The main difference between conciliation and mediation proceedings is that, at
some point during the conciliation, the Conciliator will be asked by the parties to
provide them with a non-binding settlement proposal. A mediator, by contrast, will
in most cases and as a matter of principle, refrain from making such a proposal.
Conciliation is a voluntary proceeding, where the parties involved are free to agree
and attempt to resolve their dispute by conciliation. The process is flexible, allowing
parties to define the time, structure and content of the conciliation proceedings.
These proceedings are interest-based, as the conciliator while proposing a
settlement, not only take into account the parties’ legal positions, but also their
commercial, financial and / or personal interests.
Opportunities for Company Secretaries under ADR

• The Council of ICSI has permitted the Company Secretary in Practice to “Act as an
arbitrator, mediator or conciliator for settlement of disputes or being on the panel
of arbitrators or representing in arbitration, mediation or conciliation matters.”

Accordingly, many Company Secretaries in Practice are already acting as arbitrators
in commercial disputes and are also on the panel of arbitrators at Bombay Stock
Exchange, National Stock Exchange, Bombay Chamber of Commerce & Industry,
Multi Commodity Exchange and Metropolitan Stock Exchange of India Ltd.
• The Delhi International Arbitration Centre (DIAC) vide notification dated
November 24, 2020 has revised the rules for empanelment of Arbitrator(s)
with DIAC. Under the revised rules a Company secretary (within the meaning
of the Company Secretaries Act, 1980) having minimum ten years of practice
experience as a Company Secretary is eligible for empanelment as Arbitrator.
• A Company Secretaries has been recognised for being empaneled as Mediator
or Conciliator under Section 442 of the Companies Act, 2013 read with Rule
4(g) of the Companies (Mediation and Conciliation) Rules, 2016, notified by
Ministry of Corporate Affairs, Government of India.
• Under Section 26 of the Arbitration and Conciliation Act, 1996 an arbitrator has
been accorded powers to appoint one or more experts to report it on specific
issues. Therefore, Company Secretary can be appointed during arbitration
proceedings to give their expert viewpoints.
Role of Company Secretaries in ADR
• Advising on arbitration, negotiation and conciliation in commercial disputes
between the parties.
• Acting as arbitrator in domestic and international commercial disputes.
• Drafting Arbitration/Conciliation Agreement/Clause.
• A CS can also advise the client whether a particular dispute is arbitrable or
not. In case of arbitrable disputes, he/she can provide various services like
advising/representing the clients on selection of arbitrator, initiating the arbitral
proceedings, preparation of statement of claims or defence, pleadings etc. He
can help in deciding which ADR process the client should choose.
• Areas where CS can settle the disputes through ADR:
- Company Law
- Commercial Contracts
- Issues relating to amalgamation, mergers, takeovers etc.
- Breach of Contracts
- Buy Back of Shares
- Sale and Purchase of Securities
- Lease or Hire Purchase Transactions
- Insurance Claims
- Securities Fraud
- Joint Venture Agreements

- International or cross-border commercial disputes
C. Intellectual Property Rights (IPR)
Intellectual Property
Right
Industrial Property Copyright
Inventions(Patents) Industrial Design Trademark Trademark Secrets
Intellectual property is a form of intangible asset created with respect to the business
and its operations. These may include trademarks, copyrights, and patents apart
from designs, and geographical indication.
Any invention is the result of creative thinking, time, efforts, and consistency and
Intellectual Property Rights is purely a legal framework to protect the interests of
these creators and innovators who created or invented such things. This framework
assures an inventor or creator that their inventions are protected from piracy or
misuse and such prohibited acts under laws are strictly punishable with respective
penalties. In India, Intellectual Property Rights are protected by the following laws
that strictly prohibit the circulation of duplicated copies by giving the originator an
exclusive right to his/her intellectual inventions under:
1. The Patents Act, 1970
2. The Trade Marks Act, 1999
3. The Copyright Act, 1957
4. The Designs Act, 2000
5. The Geographical Indications of Goods (Registration & Protection) Act, 1999
6. The Semiconductor Integrated Circuits Layout Design Act, 2000
7. The Biological Diversity Act, 2002
8. The Protection of Plant Varieties and Farmers’ Rights Act, 2001
Protection Successful
Business
Intellectual
Property
Application Creation
Role of Company Secretaries in IPR

A Company Secretary possess skills such as analytical reasoning, research and
drafting skills, knowledge of legal aspect and competence to manage IPR. There is
a huge potential for the Company Secretaries in this area in particular in assisting
and guiding Startups in IPR protection in following aspects:
• Advising on registration of patents, trademarks and copyrights
• Advising on Intellectual Property Licensing and drafting of agreement
• Advising on passing off/infringement matters
As per Rule 144 of the Trade Marks Rules, 2017 read with the Trade Marks Act, 1999,
a member of the Institute of Company Secretaries of India has been authorised to
be registered as a Trademarks Agent. As a trademark agent a Company Secretary
can advise on all the legal aspects of Trademark filings, registration, and objections
and can assist corporates in checking for name/trademark availability and arrange
for filing the application of brand / trade name registration with concerned Registry
as per the due process and with all required documentation including affidavit, copy
of the trademark, Power of Attorney, etc.
Similarly, as far as other forms of intellectual property is concerned a Company
secretary can assist in performing searches, drafting and filing of applications,
resolving objections raised.
Further, these days’ business houses are more conscious of their IPRs and
protection of intellectual property has become so important that companies are
interested in carrying out intellectual property audits to identify their intellectual
assets and manage these assets. Company Secretary can pursue career as
Intellectual Property (IP) Professionals and protect the intellectual property assets
of their clients.
As a matter of fact in case of startups it is worth mentioning that the number of
patent and trademark applications have increased rapidly since 2016. According
to Annual Report 2021-22, Department for Promotion of Industry & Internal Trade,
patent applications by Startups is 1692.
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
Patents Filed Patents Trademarks Filed Trademarks Registered
D. Forensic Audit
Forensic Audit is an examination of a company’s financial records to derive evidence
which can be used in a court of law or legal proceeding. Forensic Audit represents
an area of finance that combines detective skills and financial insight. The forensic
audit professionals dig deep into financial reports, locate financial transactions and
figure out the anomalies or occurrence of fraud in the company.
Forensic Audit plays an important role in enhancing the corporate culture. Forensic Audit
has an imperative role in assisting the corporates for maintaining efficiency and merit.
On the larger parameters, Forensic audit as tool mix of accounting and investigation
is serving all the five E’s of good governance and make the corporates to grow and
develop on the parameters of being Effective, Efficient, Easy, Empower, and Equity.
Forensic Auditing is used in a number of ways and for a number of purposes and not
just for fraud detection. Forensic Audit is conducted during Mergers and Acquisitions,
Litigations, Financial fraud and siphoning of funds. The horizon has been expanded
and the practices are being modified as the Companies are intending to conduct the
Forensic Audit for understanding the health of the business in terms of performing
and non-performing assets. This enables the management of the company to take
investment and financial decisions.
A Forensic Audit provides for early detection and prevention of fraud that may be a
false statement, misrepresentation of facts, corruption and bribery. One of the most
common frauds committed is Financial Statement Fraud i.e. window dressing the
balance sheet with the wrong information either increasing or decreasing the values
to boost the liquidity, profits, and performance of the company.
With increasing complexity in financial frauds and greater demand for transparency
and accountability, the need for professionals is greater than ever. There are varied
roles played by the Company Secretaries in the field of Forensic Audit. Further, the
present day progressive changes in the Forensic Audit are expanding the gateway
of opportunities for the Company Secretaries to guide, advice, operationalize, and
appear in the matters related to Forensic Audit.
Role of Company Secretaries in Forensic Audit
Litigation
Services
Investigative Forensic Criminology

Auditing Auditing
Accounting
• A Company Secretary would use his/her investigative accounting and legal skills
to examine the documentary and other available evidence to give his/ her expert
opinion on the matter. Their services could also be required by Government
departments, the Revenue Commissioners, etc. for investigative purposes.
• A Company Secretary might be called upon to assist in business investigations
which could involve funds tracing, asset identification and recovery, forensic
intelligence gathering and due diligence review.
• Company Secretaries are eligible to be engaged in litigation and assisting with
evidence, strategy and case preparation.
• Company Secretary may help the investigating authorities in collecting
evidences and other investigation purposes.
• Company Secretaries can carefully examine the accounts and balance sheets
and use their skills to find out whether there is any fraud committed or any
anomaly associated with it by giving expert opinion.
• A Company Secretary is trained in assisting in electronic data recovery and
enforcement of IP rights etc.
Experience and engagement of Company Secretaries referred above help them to
offer suggestions as to internal control that owners could implement to reduce the
likelihood of fraud. Some forensic auditors because of their specialist training they
would have received in legal mediation and arbitration, have extended their forensic
auditing practices to include providing Alternative Dispute Resolution (ADR)
services, in absence of which a matter could be expensive and time consuming for
individuals or businesses involved in commercial disputes with a third party.
E. Real Estate Sector

Real Estate, plays a vital role in every aspect of an economy, society and environment.
Businesses and society can’t function without the services of commercial property,
including the provision of offices, shops, factories, malls and many other forms
of real estate. It is therefore a fundamental source of employment and economic
growth. The real estate has a catalytic role in fulfilling the demand for housing for
the various socio-economic classes. Real Estate Sector, which seems to be one of
the major contributors in the inclusive growth of the nation with the contribution of
8.53% of total GDP.
The Indian economy experienced robust growth in the past decade and is
expected to be one of the fastest growing economies in the coming years. It has
also been estimated that real estate contribution to India’s GDP is estimated to
increase to about 13 per cent by 2028. Increasing share of real estate in the GDP
would be supported by increasing industrial activity, improving income level, and
urbanisation.
The Real Estate Market in India has seen a stable rise over the years. However,
instances of project delays and rising overhead costs have called for stern measures to
ensure that a governing mechanism is established to avoid loopholes in the industry.
In a bid to boost investments in the real estate sector and protect home buyers, Real
estate Regulation and Development Act (RERA) was enacted in 2016. RERA specifies
the creation of a Real Estate Authority and Appellate Tribunal for each State. Under
RERA, all real estate projects in each State and Union Territory will be monitored by
the respective governing authorities. RERA is of extreme significance as it mandates
registration of projects and real estate agents. RERA will guarantee more precision
between the developers and buyers thereby ensuring transparency.
Regulation and
promotion of the
real estate sector
Efficiency and
To establish the
Transparency in sale
Appellate Tribunal to
of plot, apartment or
hear matter
building
To establish an To Protect
adjudicatiing the interest of
mechanism for consumers
speedy trials
Objectives of RERA
Role of Company Secretaries under RERA

RERA has given immense opportunity to the practising professionals such as Company
Secretaries. There are certain persons/projects (viz. Promoter, real estate agent and
real estate project) for which registration under RERA is mandatory. Professionals can
impart their expertise in order to assist Promoters as well as to Real Estate Agents.
A Company Secretary has been recognised under Real Estate (Regulation and
Development) Act, 2016 to act as Authorised Representative before the Appellate
Tribunal or the Regulatory Authority or the Adjudicating Officer, as the case may be.
This itself shows the trust the legislation bestows on Company Secretaries.
Further Company Secretary in Practice, as an expert can indulge in providing
services in respect of:
• Financial Advisory Services to the Real Estate developer
• Guide on various applicable provision particularly on real estate project
• Registration and extension procedure of real estate project with competent authority
• Various obligation, functions and duties of promoter in a real estate project
• Penal Provisions under the Act
• Funding Options for Real Estate Project
• Taxation aspects for Real Estate Project
• Legal & Regulatory Compliances
• Valuation of Projects under RERA
Advisory
Compounding of Drafting of
Offences documents
Role of CS
in RERA
Representation Registration
before Tribunal under RERA
F. INTERNATIONAL FINANCIAL SERVICES CENTRES (IFSC)

The IFSCA is a unified authority for the development and regulation of financial
products, financial services and financial institutions in the International Financial
Services Centre (IFSC) in India in the areas of banking, insurance, securities and
funds management. At present, the GIFT IFSC is the maiden international financial
services centre in India. Prior to the establishment of IFSCA, the domestic financial
regulators, namely, RBI, SEBI, PFRDA and IRDAI regulated the business in IFSC.
The main objective of IFSCA is to develop a strong global connect and focus on
the needs of the Indian economy as well as to serve as an international financial
platform for the entire region and the global economy as a whole.
The immediate priority areas where professional services will be required include
listing of equity and debt instruments for raising capital as well as secondary trading
(including derivative trading), non-deliverable forwards in INR-foreign currency, hub
for all types of investment funds, aircraft leasing and financing, international bullion
exchange, FinTech hub, etc.
Role of Company Secretaries in IFSC

i
Company Secretary has been recognized as ‘Compliance Officer’ to be
appointed under Regulation 130 of IFSCA (Issuance and Listing of Securities)
Regulations, 2021 issued vide gazette notification dated 16th July, 2021.
ii. Company Secretary in Practice is authorized to certify that all the requirements
of the International Financial Services Centres Authority Act, 2019 read with
IFSCA (Registration of Insurance Business) Regulations, 2021 and notifications
issued under section 2CA of the Act have been complied with by the applicant
as per the requirements specified in Form B & Form C of the IFSCA (Registration
of Insurance Business) Regulations, 2021 issued vide Gazette Notification dated
18th October, 2021.
iii. Company Secretary in Practice is authorized to certify the net worth certificate
of IFSC Insurance Intermediary Office (IIIO) under Regulation 13 (6) of the
International Financial Services Centres Authority (Insurance Intermediary)
Regulations, 2021 issued vide Gazette Notification dated 18th October, 2021.
iv. Company Secretary in Practice is authorised to conduct annual audit of Capital
Market Intermediaries under regulation 22 and issue Net-Worth Certificate to
the applicant willing to register as a capital market intermediaries with the IFSCA
under Schedule I of the IFSCA (Capital Market Intermediaries) Regulations,
2021 issued vide Gazette Notification dated 18th October, 2021.
v. Company Secretary in Practice is authorised to certify Paid-up capital and
Net-worth requirements on half yearly basis under Regulation 8(5) of the
International Financial Services Centres Authority (Insurance Web Aggregator)
Regulations, 2022, issued vide notification dated 31st January, 2022.
vi. As per Circular No. 329/IFSCA/DPM/TS/QJ/2021-22/1 issued by the IFSCA
on 19th January, 2022, the entities fulfilling the specified conditions as per this
circular, shall be considered as ‘Qualified Jewellers’ and shall be permitted to

transact as trading members / clients of trading members, on India International
Bullion Exchange (IIBX), for the purpose of import of gold under the ITC(HS)
codes 71081200 and 71189000. One of the conditions mentioned in Para 2(b)
of the aforesaid Circular provides that the aforesaid entities will be required to
submit a certificate, stating that 90% of the average annual turnover in the last
3 financial years are through dealing in goods under precious metals and the
Company Secretary in Practice have also been authorized to provide aforesaid
certificate.
Further Para 2(c) and Para 4 of the aforesaid Circular also require the entities
as mentioned above to have a minimum net worth of ₹ 25 crore as per their
latest audited financial statement and they are required to submit a net worth
certificate to that effect. Further, the IFSCA has also authorized the Practicing
Company Secretary to issue aforesaid certificate.
Additionally, Company Secretaries can provide their expert advise in:
1. Buy-back of shares
2 Raising of funds from international markets – ADR/GDR/ECB
3 Acting as compliance officer under listing agreement
4. Compliance officer for various capital market intermediaries
5. Advisor/consultant in issue of shares and other securities in India and abroad
6 Drafting of prospectus/offer for sale/ letter of offer/other documents related
to issue of securities and obtaining various approvals in association with lead
managers
7. Listing / delisting of securities
8. Private placement of securities
G. Co-operatives
Co-operatives are autonomous association of persons owned, controlled and run by
members to realise their common economic, social, and cultural needs, aspirations and
goals. Cooperative societies in India were first formed in late 1890’s when farmers in
western Maharashtra rebelled against money lenders’ tyranny for agricultural loans.
In the year 1904, the British government in India enforced the Cooperative Society
Act, to safeguard interests of poor farmers in Maharashtra. Since independence, India
has seen a huge growth in co-operative societies mainly in the agriculture, sugar,
dairy, housing and banking sectors. With the achievement of Independence and the
initiation of planning, the role of co-operatives underwent a sweeping change. Co-
operation no longer signified a ‘series of activities organized on cooperative lines’ but
it was acknowledged as an organization that could play ‘a very constructive role in the
encouragement of economic and social democracy and in the execution of democratic
planning in the country.’ Co-operatives work on the principle of voluntary and open
membership, democratic member control, membership economic participation,
autonomy and independence, education, training and information, co-operation among

co-operatives and concern of community.
Self-help
Collective Democracy
welfare
Self-
Equality
responsibility
Equity
Values governing Co-operatives
Constitution and Governing Laws

The incorporation, regulation and winding up of co-operative societies (other than
those operating in more than one State) is a State subject and is governed by the
State laws on co-operative societies. In the case of co-operatives with objects not
confined to one State, their incorporation, regulation and winding up fall in the central
domain and are governed by the Multi-State Co-operative Societies Act, 2002. As
the vast majority of co-operative societies are operating only in one State, the State
Government and the Registrar of Co-operative Societies appointed by the State are
the main regulatory authorities for the cooperative societies.
When co-operative societies engage in banking business, in addition to the
regulatory laws applicable to co-operative societies, the central laws governing
banking are attracted. Thus, the Banking Regulation Act, 1949 has been made
applicable to co-operative banks.
The Government of India has in July 2021 created Ministry of Cooperation vide
Cabinet Secretariat’s Notification No. 1/21/7/2021-Cab. dated 6th July, 2021 with
an objective of building cooperative societies as the pivot of a whole gamut of
economic activities, from financial services to production of finished goods. The
principal activities of the Ministry include streamlining processes for ‘Ease of doing
Business’ for co-operatives and enabling development of Multi-State Cooperative

Societies.
Role of Company Secretaries in Co-operatives
A Company Secretary being an expert in Corporate Laws offers variety of Statutory
and Non-statutory services to co-operatives. The professional support being
provided by Company Secretaries can be summarised as under:
Role in Producer Companies: The Companies Act, 2013 provides that every
i.
Producer Company, having an average annual turnover exceeding Rs. 5 crores
in each of three consecutive financial years shall have a whole time Company
Secretary pursuant to Section 378X of the Companies Act, 2013.
Registration of co-operative societies: A Company Secretary offers the
ii.
services for registration of co-operative societies.
Act as Secretary of Co-operative: A Company Secretary may act as the
iii.
Secretary of the Co-operative Societies and can oversee and ensure that Co-
operative Societies including various Co-operative Banks are in compliance
with the laws applicable thereto including other services like preparation of
annual accounts, budget, income and expenditure statements, maintenance
and operation of bank accounts.
iv. s advisor to Co-operative Societies: The Company Secretary can act as an
A
advisor to the Co-operative Societies in legal and other matters regarding the
activities of the society.
v. A Company Secretary can offer following services in banking cooperatives:
a. Assist in developing the Compliance Policy of the Cooperative.
b. Assist the Board and Senior Management in overseeing the implementation
of the Compliance policy including policies and procedures, prescriptions in
Compliance Manuals, internal code of conduct etc.
c. Play the Central Role in identifying the level of Compliance risk in the
organisation.
d. Monitor and test compliance by performing sufficient and representative
compliance testing, and the results of such compliance shall be reported
to Senior Management.
e. Ensure Compliance of regulatory/supervisory directions given by RBI in
both letter and spirit in a time bounded and sustainable manner.
f. Attend to compliance with directions from other regulators in cases where the
activities of the entity are not limited to the regulation/supervision of RBI.
H. Labour Laws
Economic development means not only creation of jobs but also working conditions
in which one can work with freedom, safety and dignity. For improving the life and
dignity of labour force of the country by protecting & safeguarding the interest of
workers, promotion of their welfare and providing social security to the labour force
both in organized and unorganized sectors, Parliament enacted various Labour Laws.
These laws are meant to provide economic and social justice to workforce in any
organisation.
Labour laws are the one dealing with employment laws in any organization whether it
is a manufacturing organization or trading organization or shops and establishment.
The labour laws address the various administrative rulings and procedure to be
followed, compliance to be made and it addresses the legal rights of, and restrictions
on, working people and their organizations. As such, the labour laws mediate in
many aspects of the relationship between trade unions, employers and employees.
In other words, Labour law defines the rights and obligations as employees, union
members and employers in the workplace.
The Government has been working towards simplifying, amalgamating and
rationalizing the relevant provisions of the Central Labour Laws and consolidating
the same into four Labour Codes for bringing out reforms in the provisions relating
to minimum wages, bonus, industrial relations, social security and safe working
environment, etc. The Code on Wages, 2019 was passed by Parliament and received
the assent of the President on 8th August, 2019. The Industrial Relations Code, 2020,
the Code on Social Security, 2020 and the Occupational Safety, Health and Working
Conditions Code, 2020 have been passed by the Parliament and assented to by the
President on 28th September, 2020.
Since Labour is in the Concurrent List of the Constitution, rules are required to
be framed by the Central Government as well as by the State Governments. The
Central Government has already published the draft rules for all four Codes. As a
step towards implementation of the four Labour Codes out of the 30 States and 8
Union Territories (UTs), most of the States and UTs have published draft Rules for
the Codes. The Government intends to implement all four Codes by the Centre
and States in a seamless transit to the new legal framework in the country. The
new Codes are in tune with the changing labour market trends and at the same
time accommodate the minimum wage requirement and welfare needs of the
unorganised sector workers, including the self-employed, gig and migrant workers,
within the framework of legislation.
Company Secretaries by virtue of their professional knowledge and skills render
competent professional services and enable proactive compliance with the
Labour Laws, with utmost care and diligence in the best interest of the industries
as well as stakeholders.
The Practicing Company Secretaries assist and help the organizations to find out
the number of laws which are applicable to them at the first place. In companies
where no Company Secretary is required to be employed, the Practicing Company
Secretaries have got a great opportunity to explore the areas of compliance in
those companies under various laws that are applicable – it is a vast scope for the
practicing Company Secretaries since the laws are innumerable and one needs to
be focused in ensuring compliance.
As an initiative towards guiding the members, the Institute released a Handbook
on the Code of Wages, 2019 (the code) covering various new aspects introduced
through the Code, explaining provisions in a simple, easy manner so as to accord
better understanding to the members looking forward to practice in the field of
labour laws.
Role of Company Secretaries under Labour Laws
Opportunities for Company

Secretary
Advisor to the Board
Registration services
Establishing system and

procedures
Compliance
Representation
Company Secretary has to play an important role in the new regime of Labour
Codes. Company Secretaries have to guide the top management on the new Labour
Codes and impact thereof on the industries. The compliance of Labour Codes is
important for good corporate governance and Company Secretary by virtue of his
knowledge can render value added services in ensuring the compliance of these
new Labour Codes to protect and further the interests of labour, industry and all
stakeholders at same time, thus preventing undesirable actions and penalty for
non-compliance.
Role of Company Secretary under Labour Code inter-alia is as under:
• To obtain registrations of the establishment under applicable Labour Codes.
• Submission of returns on a regular basis to the authorities established under
the Codes.
• Drafting of various deeds and documents relating to employment like HR
manual, offer /appointment letter, Non-disclosure agreement, transfer letter,
warning letters, termination letter etc.
• Advisory services relating to salary structure and pay roll related compliances.
• Representations services before authorities established under the Code.
Periodical audits of the Companies/Firms and their contractors/vendors to
ensure full compliance of the Code.
• Act as a conciliator to resolve disputes between employer and employee as per
the provisions of the Codes.
• Implement an adequate system to ensure regular and timely compliance of the
provisions of the code on wages.
• Maintenance of appropriate records with regard to employees of the
establishment under various Labour Codes like employee register, register of
attendance, wage, overtime, fine, deduction for damage and loss, wage slip etc.
• Display of various notices in the establishment like abstract of the code,
minimum rate of wage, day, date and time of wage payment, name and address
of the Inspector-cum-Facilitator etc.
• Ensure adequate facilities related to health, safety and welfare of the employees
have been provided for the employees on behalf of the establishment under
various codes.
I. Sustainability
Sustainability has gone mainstream in the corporate world. Investors increasingly
understand that a corporation’s performance on pertinent environmental, social,
and governance (ESG) factors directly affects long-term profitability. It primarily
focuses on the organization’s environmental and social performance along-with its
impact on various sustainability issues. Sustainability reporting involves assessment
and reporting of material risks and opportunities arising out of environmental and
social factors. There is an increased focus of investors and other stakeholders
seeking businesses to be responsible and sustainable towards the environment
and society. Thus, reporting of company’s performance on sustainability related
factors has become as vital as reporting on financial and operational performance.
ESG today is broadly thought of as a reporting framework, however originally it
was a framework developed for evaluating the sustainability related disclosure of
listed companies for investors. ESG can be better understood as under:
• The E, or environmental, component of ESG encompasses how a company
is exposed to and manages risks and opportunities related to climate, natural
resource scarcity, pollution, waste, and other environmental factors.
• The S, or social, component of ESG includes information about the company’s
values and business relationships. For example, social topics include labour
and supply-chain standards, employee health and safety, product quality and
safety, privacy and data security, and diversity and inclusion policies and efforts.
• The G, or governance, component of ESG incorporates information about

a company’s corporate governance. This could include information on the
structure and diversity of the board of directors; executive compensation;
critical event responsiveness; corporate resiliency; and policies on lobbying,
political contributions, and bribery and corruption.
SEBI introduced new reporting requirements on ESG parameters called the

Business Responsibility and Sustainability Report (BRSR). The intention of the
BRSR framework is to link the performance of a listed entity on business, financial
and economic parameters with its ESG performance so that the stakeholders such
as the regulators, investors, suppliers, creditors and others have the necessary
information to be able to make an assessment and evaluation of the progress made
by the listed entity in terms of growth and sustainability in totality considering all
parameters wherein financial parameter is one of them. It can be readily seen that
the BRSR framework lays emphasis on sustainability initiatives and their disclosures
by the listed entity.
The expectations from the Company Secretaries, as they are increasingly being
referred to as “governance professionals” now also extend to the areas of Corporate
Social Responsibility (CSR), Business Responsibility and Sustainability Reporting
(BRSR) and Environment Social Governance (ESG), all of which put together
highlights the focus on sustainability, where the CS has ample opportunities to excel
as a preferred professional.
The disclosure requirements in the wake of emerging ESG landscape are rapidly
as well as dynamically changing. Company Secretaries, being at the centre-stage
with respect to reporting to the Board and their committees on various non-
financial metrics as part of his / her responsibilities towards governance are in an
ideal position to provide internal support to the various sustainability initiatives.
In the capacity of advisor to the Board, the CS can strive to drive brain storming
discussions on ESG and sustainability, include specific issues and initiatives on
sustainability in agendas of the Board or the appropriate committees, and look to
generally integrate sustainability mandates into the regular board processes. With
the help of CS practitioners, companies may find it worthwhile to recommend the
incorporation of the best practices in ESG followed by other entities.
SEBI also undertook a benchmarking exercise with internationally accepted

disclosure frameworks before coming out with the BRSR reporting format. The
scenario promises good prospects in the form of exciting opportunities to a new
generation of ESG professionals where a CS both in employment and in practice
may well find themselves to be “the preferred professionals” considering their
exposure to Governance and Compliance Management systems in the corporate
world, which will give them a definite edge over other professionals.
Role of Company Secretaries in ESG

Company Secretaries help the companies in adopting the below mentioned steps to
start their journey towards ESG implementation:
• Conducting health check: Company Secretaries make an assessment of the
current compliance level towards ESG. Further Company Secretaries identify
key ESG areas which are going to materially affect the business performance
and stakeholders.
• Industry Benchmarking: Conducting a benchmarking exercise into the
assessment provides information on the ESG maturity of competitors. This
will also help Company Secretaries in understanding industry challenges,
opportunities, and best practices related to ESG.
• Establishing Governance Structure: Company Secretaries have been setting
up dedicated ESG functions within the organization and identifying specific
goals for it. Apart from regular monitoring by the Board of Directors, it will be
prudent that ESG progress is governed by the Company Secretaries.
• Setting-up ESG framework and Goals: The crucial step for Company
Secretaries is to build an ESG framework for the Company which will provide
a roadmap. One can look at the established frameworks like UN SDGs and
then identify goals that will align with business objectives, meet stakeholder
expectations and also demonstrate commitment to ESG.
• Implementation of ESG: For effective implementation of ESG, it is necessary
for Company Secretaries to ensure that there is integration between ESG and
business practices. Each function shall assign responsibility and accountability
towards key performance indicators of ESG and then regularly monitored for
the identified deliverables.
• ESG Risk Management: Regulation 21 of the SEBI (LODR) Regulations, 2015
requires the formation of a Risk Management Committee for the top 1,000
companies by market capitalisation and conducting Risk Management for
various risks including ESG related risks. Transparent and consistent assessment
of ESG risks and their integration into the existing Risk Management Framework
will provide a comprehensive risk framework. This will also mean that Company
Secretaries needs to regularly review and update the ESG strategy depending
on ever-changing business challenges or regulatory framework.
• Reporting: Accurate and transparent reporting of ESG parameters is
important. Transparent reporting enables stakeholders to gain a clear picture of
a company’s direction and progression. Apart from BRSR, Company secretaries
can adopt standards like GRI and IR to arrive at an appropriate report.
Ensures
Compliance
Effective Communicates
Implementation with Directors
Role of CS
in ESG
ESG Setting of
Reporting ESG Framework
ESG Risk
Management
J. Social Stock Exchange & Social Audit

SEBI vide notification dated July 25, 2022 amended, Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR
Regulations”), Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“AIF
Regulations”) to provide a broad framework for Social Stock Exchange. The broad
framework was notified on 19th September by SEBI.
Chapter X-A of ICDR Regulations deals with Social Stock Exchange. Concept of
Social Auditor is introduced under this Regulation.
Regulation 292A of ICDR Regulations provides as under:
(f ) “Social Auditor” means an individual registered with a self-regulatory organization
under the Institute of Chartered Accountants of India or such other agency, as may
be specified by the Board, who has qualified a certification program conducted by
National Institute of Securities Market and holds a valid certificate;
(g) “Social Audit Firm” means any entity which has employed Social Auditors and
has a track record of minimum three years for conducting social impact assessment;
(h) “Social Enterprise” means either a Not for Profit Organization or a For Profit
Social Enterprise that meets the eligibility criteria specified in this Chapter;
(i) “Social Stock Exchange” means a separate segment of a recognized stock

exchange having nationwide trading terminals permitted to register Not for Profit
Organizations and / or list the securities issued by Not for Profit Organizations in
accordance with provisions of these regulations.
This paves the way for non-profit enterprises as well as for-profit social enterprises
to list themselves on the Social Stock Exchange and raise monies; the idea of such
exchange was first floated by the Finance Minister in her Budget 2019-20 speech.
There are about 34 lakh NGOs in the country and even if 1% list then that number will
come to about 34,000. As social enterprises which get listed and raise monies, will
now be required to undergo mandatory Social Audit, this will be a great opportunity
for Social Auditors. By assessing the impact on society, they will be able to create
more value.
In respect of disclosures, a social enterprise, raising funds or registered on SSE, will
be required to submit an Annual Impact Report. The annual impact report will be
audited by a social audit firm employing a Social Auditor.
Evolving Role of a Company Secretary

• Annual Impact Report- The Company Secretary as a social auditor in a social
audit firm is eligible to audit the annual impact report of a Social Enterprise,
which is either registered with or has raised funds through a Social Stock
Exchange or a Stock Exchange.
• As a consultant: A Company Secretary can advise the social enterprises and
not for profit enterprises on matters relating to listing and compliances of the
Regulations. A Company Secretary can also guide on the related governance
aspects.
• A Not for Profit Organization registered on the Social Stock Exchange(s), including
a Not for Profit Organization whose designated securities are listed on the Social
Stock Exchange(s), are required to make annual disclosures to the Social Stock
Exchange(s) on matters specified by the Board, within 60 days from the end
of the financial year or within such period as may be specified by the Board.
Company Secretaries may assist the not for profit organizations in preparing and
finalising the annual disclosures.
3. Practical Tips to Venture into New Areas

World over, the Company Secretaries are now being looked as governance
professionals. A Company Secretary is an official representative of any organization
whose main function is to communicate with shareholders, owners, and directors to
carry out the selected policies by ensuring that the company is working according
to the laws and regulations. The Company Secretary is responsible for the overall
systemic administration of a company and is one of the key members of the
corporate sector. They play an indispensable role in the corporate world ensuring
effective coordination and communication among various departments.
For Company Secretaries, it is very important to understand the necessity for continuous
skill development, learning the business in global dimensions, understanding
technology and to have a focus on research and development activities. The role of
the governance professional is one that crosses any number of sectors.
A Company Secretary should possess the following traits to enter into new areas:
• Industry Awareness: Changes in the economic and regulatory environment
provides new avenues for professionals. An awareness is required about the
emerging opportunities for venturing into new areas of practice. Members need
to keep an eye on regulatory updates for the same.
• Indepth Knowledge: The profession of Company Secretary requires constant
updation about the changes in laws, rules and regulations. Knowledge updation
in the emerging areas or anticipated areas where new opportunities may arise
provide members with early mover advantage.
• Accountability: Being a professional it is their duty to be accountable for their
work. They are entrusted with responsibilities and thus are expected to take up
ownership for their job.
Industry
Awareness
Quality Indepth
Work Knowledge
Flexibility Accountability
Practical Tips
Time Leadership
Management
Communication Integrity
Skills
Diligence
• Leadership: Being accountable is the path to leadership. It is a quality that a

Company Secretary should possess to excel in its job.
• Integrity: Company Secretaries are known by their integrity. Keeping moral

principles intact and being ethical are the key factors of being country’s one of
the preferred professionals.
• Diligence: Company Secretary should show diligence in work. One should
make utmost effort to execute their responsibilities with care because that is
what is expected from them. They should be thorough in their job.
• Communication Skills: Company Secretaries serve as a link between the
Company, the Board of Directors and other stakeholders. Hence, communication
is important to ensure that the gap is bridged between the Company and its
stakeholders. The Company Secretaries must also have strong communication
skills to interact with higher authorities.
• Time Management: Timeliness might seem simple, but it is one of the most
important qualities in a professional like Company Secretary.
• Flexibility: The law is changing every day and as professionals, Company
Secretaries should also be adaptive to the changes. This profession requires
flexibility and the willingness to change.
• Quality Work: Delivering quality work every single time is what is expected of
a Company Secretary. This includes accuracy and in-depth knowledge about
their field of work as well as providing practical support to the Board.
It is clear from the foregoing that Company Secretaries have come to be accepted
by all as an independent and indispensable professional. The role of Company
Secretary has not merely changed; it has transformed itself into new dimensions.
CS as multi-disciplinary governance professionals are expected to be in the
forefront as the preferred professionals in the fast evolving and emerging dynamic
environment, not only in India, but globally as well.
4
Brief Guide to Recognitions for

the Profession
Don’t worry when you are not recognized, but

strive to be worthy of recognition.
– Abraham Lincoln
1. Introduction
We have studied in the earlier chapters how the Profession has grown over the years
and has gained trust of the Regulators and stakeholders. A Company Secretary
whether in employment or in practice is recognized under various legislations, rules
& regulations to perform the given assignment and ensure good governance at all
the levels.
In the year 1974, the Companies (Amendment) Act, 1974 recognised the concept of
whole-time Company Secretary in the company, with the introduction of Section
383A. The section made it mandatory for every company falling under the prescribed
class to appoint a whole-time secretary and also mentioned that where the Board of
directors of any such company comprises only two directors, neither of them shall
be the secretary of the company. Since then, the Profession has gained confidence
of the Regulators and other stakeholders.
Later in the year 1978, the Sachar Committee had observed as under:
“There is a growing evidence that, in order to cope with the complexities of modern
business, more and more professional people are taking up positions in companies
previously held by owner-managers. One important step which the Government had
taken right in 1956 was to conceive the profession of company secretaries. Finally,
the Amendment Act of 1974 provided for compulsory appointment of whole-time
secretaries in companies of certain size, namely, companies having a paid-up capital
of Rs.25 lakhs or more. This process of professionalisation of management needs to
be carried forward.” (para 5.5)
After the enactment of Company Secretaries Act, 1980, it was with the Companies
(Amendment) Act, 1988 that the concept of whole time practice by the members
of the Institute was recognized whereat the Company Secretary in practice were
accorded certification of the Annual Return, it is since then that the Profession has
grown leaps and bounds. Under the regime of Companies Act, 1956, Company
BRIEF GUIDE TO RECOGNITIONS FOR THE PROFESSION 71
Secretary was given space to nurture its identity and make a mark in the industry.
One of the major recognition during this regime had come in the year 2000, with
the insertion of proviso to Sub-section (1) of Section 383A of the Companies Act,
1956 opening up a core area of practice for Company Secretaries. This proviso
recognized Company Secretary in Practice for issuing the Compliance Certificate to
certain prescribed companies. MCA-21 further enhanced the opportunities for the
Profession.
A Company Secretary has all along been conceived as an extended arm of the
Regulator for the purpose of ensuring compliance of various laws by the companies
and was recognised under the MRTP Act, Income-tax Act, Environment Protection
Act and various other statutes as the principal officer of the company. Further the
Practice side also evolved during the period, regulators like the Securities Exchange
Board of India, Reserve Bank of India, the Stock Exchanges reposed their trust in
the Profession.
Company Secretary being a key functionary in the corporate sector, his role, functions
and responsibilities have widened over the years. With the increased emphasis on
the principles of good governance and introduction of various provisions in relation
thereto, a Company Secretary has become an important pillar of Good Governance,
thereby supervising, monitoring and sharing information with the stakeholders
generating confidence and trust with customers, suppliers, creditors and maximizing
corporate value for its shareholders.
The path breaking Companies Act, 2013 channeled the vision of growth for the
profession. For the first time, Company Secretary in Practice was recognized through
the definition under the legislation. A Company Secretary in Practice has thoroughly
been recognized as a Professional ensuring compliances and moving towards
governance paradigm and reaching the International benchmarks. Company
Secretary was recognized as a Secretarial Auditor assuring the regulator, generating
confidence amongst the shareholders, the creditors and other stakeholders and
instilling self-regulation and professional discipline amongst the corporates.
Company Secretary has also been recognized as the Key Managerial Personnel
(KMP) in a company under the Companies Act, 2013. The KMPs are the first point of
contact between the company and its stakeholders. While the Board is responsible
for providing the oversight, it is the KMP’s who are responsible for not just laying
down the strategies but also their implementation.
The Securities Exchange Board of India through SEBI (Listing Obligations Disclosure
Requirements) Regulations, 2015 has recognized Company Secretary as a Senior
Management Personnel. Only a Company Secretary can be the Compliance Officer
of the company.
72 BRIEF GUIDE TO RECOGNITIONS FOR THE PROFESSION
Company Secretary has been recognized as ‘Compliance Officer’ to be appointed

under Regulation 130 of IFSCA (Issuance and Listing of Securities) Regulations,
2021.
SEBI has always appreciated the intervention of independent professionals in the
orderly development and growth of Capital Markets and in turn strengthening
the governance framework of listed companies. Considering the competence and
knowledge of Company Secretaries in the area of securities laws and compliances,
Company Secretary has been recognised to conduct Secretarial Audit for listed
Companies and their material unlisted subsidiaries, audit of intermediaries,
appearance before Tribunals and many more implicit and explicit areas covering
wide range of issues including taking up the role of Compliance Officer.
The new regulator International Financial Services Centres Authority (IFSCA) has
also recognized Company Secretary to ensure compliance under various provisions.
A Company Secretary in Practice has been recognized to give Certificate regarding
Paid-up capital and Net-worth requirements to Insurance Web Aggregator, Insurance
Intermediary, Capital Market Intermediaries under various Regulations. Further, to
add, Company Secretary in Practice is also recognized to conduct an annual audit
of Capital Market intermediary in respect of compliance with International Financial
Services Centres Authority (Capital Market Intermediaries) Regulations, 2021.
Company Secretary has been recognized by various other Regulators to undertake
various assignments. Reserve Bank of India has recognized Company secretary
to certify FEMA compliance through various Notifications and Regulations; a
Company Secretary is authorized to act as Custom Broker under Customs Brokers
Licensing Regulations, 2018; he can also can act as a GST Practitioner. Company
Secretary is also recognized to conduct Internal Audit of Custodian of Securities
on quarterly basis, under PFRDA Guidance, 2015; Government of Haryana,
Department of Labour has recognized Company Secretary for Third Party
Certification; a Company Secretary can register as a Trade Marks Agent; Petroleum
and Natural Gas Regulatory Board has recognized Company Secretary to certify
Shareholding Pattern of Gas Exchange and Clearing Corporation. IRDAI has also
recognized a Company Secretary to certify the compliances under Guidelines and
Regulations. Further a Company Secretary has been recognized to Act as an
Authorised Representative under the Income-tax Act, 1961 and Income Tax Rules,
1962, The Customs Act, 1962 The Central Goods and Service Tax Act, 2017 and the
Central Goods and Services Tax Rules, 2017, Competition Act, 2002, Real Estate
(Regulation and Development) Act, 2016, Telecom Regulatory Authority of India
(Amendment) Act, 2000, PFRDA Regulations to name a few. This is the testimony
of specialized knowledge, expertise, skill possessed and quality delivered by
Company Secretary, a Preferred Professional.
RECOGNITIONS TO THE PROFESSION OF COMPANY SECRETARIES
A. FOR COMPANY SECRETARY IN PRACTICE
Sl. No. Statute/Authority Purpose When Obtained

I. COMPANY LAW AND ALLIED LAWS
1. The Companies Act, 2013 and (a) “Company Secretary in Practice” means a Company (a) September 12, 2013
Rules made thereunder Secretary who is deemed to be in practice under
(b) December 15, 2016
sub-section (2) of section 2 of the Company
(a) [Section 2(25)]
Secretaries Act, 1980. (c) April 1, 2014
(b) [Section 232(7)]
(b) To certify whether the merger and amalgamation (d) September 12, 2013
(c) [Section 138] scheme is being complied with, in accordance with (e) September 12, 2013
(d) [Section 2(38)] the orders of the Tribunal or not.
(e) [Section 409] (c) To conduct internal audit of companies.

(d) To be appointed as an expert.
(e) Company Secretary who has been in practice for
at least fifteen years may be appointed as Technical
BRIEF GUIDE TO RECOGNITIONS FOR THE PROFESSION
Member of NCLT.
2. Companies (Incorporation) (a) To make declaration that all the requirements of the (a) April 1, 2014
Rules, 2014 Companies Act, 2013 and rules made thereunder
in respect of registration and matters precedent or
(a) [Section 7(1)(b) & Rule 14]
incidental thereto have been complied with.
(b) [Section 8 read with Rule
(b) To make declaration that the memorandum and
19 and Rule 20(2)(b)]
articles of association have been drawn up in (b) April 1, 2014
conformity with the provisions of Section 8 of the
73
74
Companies Act, 2013 and rules made thereunder
and that all the requirements relating to registration
of the company under section 8 and matters
incidental or supplemental thereto have been
complied with.
(c) [Section 10A & Rule 23A] (c) To verify the contents of Form No. lNC-20A filed
under section 10A as provided in the Companies
(The Registration Offices and Fees) Rules, 2014. (c) December 18, 2018
(d) [Section 8 & Rule 22(7)] (d) To attach certificate with application certifying (d) April 1, 2014
that conditions laid down relating to conversion of
section 8 Companies into any other kind has been
complied with.
3. Companies (Prospectus and To certify e-form PAS-6, for every unlisted public September 30, 2019
Allotment of Securities) Third company in respect of Reconciliation of Share Capital
Amendment Rules, 2019
[Section 29 read with rule 9A(8)]
4. Companies (Share Capital To certify that the buyback of securities has been made April 1, 2014
and Debentures) Rules, 2014 in compliance with the provisions of the Act and rules
made thereunder.
[Sub-rule (14) of rule 17]
5. Companies (Appointment and To Issue Secretarial Audit Report to: April 1,
Remuneration of Managerial • every listed company and every public company having 2014 and amended vide
Personnel) Rules, 2014 a paid-up share capital of fifty crore rupees or more; or notification dated January
[Section 204(1) & Rule 9] turnover of two hundred fifty crore rupees or more; or 3, 2020
• every company having outstanding loans or
borrowings from banks or public financial
institutions of one hundred crore rupees or more.

6. Companies (Management and April 1, 2014
Administration) Rules, 2014
(a) [Section 92(2) read with
Rule 11] (a) To certify the Annual Return of a listed company or
a company having paid up share capital of ten crore
(b) [Rule 20 (ix)]
rupees or more or turnover of fifty crore rupees or
more.
(b) To be appointed as a scrutinizer in every company
which has listed its shares on a recognised stock
exchange and company having not less than one
thousand members to scrutinize the voting and
remote e-voting process in a fair and transparent
manner.
7. Companies (Appointment April 1, 2014
and Qualification of Directors)
April 6, 2015
Rules, 2014
(a) Rule 12(1)(ii) (a) To sign Form DIR-6 filed for intimating changes in
particulars.
(b) Rule 16
(b) Foreign director may allow PCS to file Form DIR-11.
8. Nidhi Rules, 2014 April 1,2014
(a) [Rule 21] (a) To certify half-yearly return of every company
covered in Rule 2 of Nidhi Rules, 2014.
(b) [Section 406 read with
rule 5 (2)] (b) To certify return of statutory compliances filed with
the Registrar by Nidhi.
75
76
9. Companies (Issue of Global To oversee all the compliances relating to issue of April 1, 2014
Depository Receipts) Rules, 2014 depository receipts and to provide compliance report to
be placed at the meeting of Board of Directors.
[Rule 4 (5)]
10. Companies (The Registration To pre-certify e-forms: April 1, 2014
Offices and Fees) Rules, 2014
INC-12, INC-18, INC-20A, INC-22, INC-22A, INC-27,
[Rule 8(12)] INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT-7,
MGT-14, DIR-3 KYC, DIR-3C, DIR-5, DIR-6, DIR-12, MR-
1, MR-2, MSC-1, MSC-3, MSC-4, NDH-1, NDH-2, NDH-
3, NDH-4, GNL-1, GNL-3, GNL-4, RD GNL-5, STK-2,
FTE, BEN-2, AOC-4 XBRL, AOC-4, AOC-4 CFS NBFC,
AOC-4 NBFC, GNL-4, 23AC XBRL, 23ACA XBRL, 20B,
21A, 23AC, 23ACA, MGT-10, CSR-1, PAS-6, PAS-2.
11. Limited Liability Partnership To certify LLP forms. April 1, 2009
Rules, 2009
12. National Company Law To act as Authorised Representative before the National July 21, 2016
Tribunal Rules, 2016 Company Law Tribunal.
[Section 432 read with Rule 45]
13. National Company Law To act as Authorised Representative before the National July 21, 2016
Appellate Tribunal Rules, 2016 Company Law Appellate Tribunal.
[Section 432 read with Rule 63]
14. Companies (Mediation and To be empanelled as Mediator or Conciliator. September 9, 2016
Conciliation) Rules, 2016
[Rule 4 (g)]
15. Companies (Registered Valuers To act as Registered Valuer. October 18, 2017
and Valuation) Rules, 2017
[Section 247 of Companies
Act, 2013 read with Rule 4]
16. Insolvency and Bankruptcy To act as Insolvency Professional subject to their May 28, 2016
Code, 2016 membership with IIP & IBBI.
17. Companies (Corporate To verify Form CSR-1 digitally for the entity which April 1, 2021
Social Responsibility Policy) intends to undertake any CSR activity.
Amendment Rules, 2021
[Rule 4]
II. SECURITIES LAWS AND CAPITAL MARKETS
18. The Securities and Exchange To appear as Authorised Representative before the December, 1999
Board of India Act, 1992 Securities Appellate Tribunal.
[Section 15V, Explanation (b)]
19. Securities Contracts (Regulation) To appear as Authorized Representative before the December, 1999
Act, 1956 [Section 22C] Securities Appellate Tribunal.
20. Securities Contracts To appear as Authorized Representative before the August, 1982
(Regulations) Rules, 1957 Securities Appellate Tribunal.
[Guideline No. F1/8/SE/ 82 dt.
20.8.1982]
21. The Depositories Act, 1996 To appear as Authorised Representative before the December, 1999
Securities Appellate Tribunal.
[Section 23C, Explanation (b)]
77
78
22. SEBI (Depositories Participants) To issue quarterly certificate with regard to reconciliation October 3, 2018
Regulations, 2018 of the total issued capital, listed capital and capital
Initially granted Vide Circular
held by depositories in dematerialized form, details of
[Regulation 76] No. D&CC/FITTC/ CIR –
changes in share capital during the quarter, and in-
16/2002 dated December 31,
principle approval obtained by the issuer from all the
2002
Stock Exchanges where it is listed in respect of such
further issued capital.
23. SEBI (Listing Obligations and To certify that all certificates have been issued within September 2, 2015
Disclosure Requirements) thirty days of the date of lodgement for transfer,
Regulations, 2015 sub-division, consolidation, renewal, exchange or
endorsement of calls /allotment services.
[Regulation 40 (9)]
24. SEBI (Listing Obligations and To certify that none of the directors on the board of the September 2, 2015
Disclosure Requirements) company have been debarred or disqualified from being
Regulations, 2015 appointed or continuing as directors of companies by
SEBI/Ministry of Corporate Affairs or any such statutory
[Schedule V, Part C of Clause
authority.
(10)(i)]
25. SEBI (Listing Obligations and To issue Compliance Certificate regarding compliance September 2, 2015
Disclosure Requirements) of conditions of Corporate Governance.
Regulations, 2015
[Schedule V, Clause E]
26. SEBI (Listing Obligations and To conduct Secretarial Audit of every listed entity and May 9, 2018
Disclosure Requirements) its material unlisted subsidiaries incorporated in India.
Regulations, 2015
[Regulation 24A(1)]
27. SEBI (Listing Obligations and To provide Annual Secretarial Compliance Report to February 8, 2019
Disclosure Requirements) all the listed entities on compliance of all applicable
Regulations, 2015 SEBI Regulations and Circulars/ Guidelines issued
thereunder.
[Regulation 24A(2)]
28. CDSL Letter No. CDSL/ADM/ To issue Networth Certificate to be submitted by the December 17, 2019
RK/2019/0853 issuers at the time of admitting securities in CDSL.
29. NSDL Letter No. NSDL/II/ To issue Networth Certificate to be submitted by the January 2, 2020
MISC/DG/246/2020 issuers at the time of admitting securities in NSDL.
30. NSDL Byelaws 10.3.1 To conduct Internal Audit of operations of Depository March, 1999
Participants, at intervals of not more than three months
and furnish a copy of the internal audit report to the
Depository.
31. CDSL Byelaws 16.3.1 To conduct Internal Audit of operations of Depository September, 1999
Participants, at such intervals as may be specified
by CDSL from time to time and furnish a copy of the
internal audit report to CDSL.
32. NSDL/Policy/2006/0021 To carry out Concurrent Audit of Depository Participants June 24, 2006
which covers audit of the process of demat account
opening, control and verification of Delivery Instruction
Slips (DIS).
33. CDSL/AUDIT/DP/721 To carry out Concurrent Audit of Depository Participants July 11, 2006
which covers audit of the process of demat account
opening, control and verification of Delivery Instruction
Slips (DIS).
34. SEBI Circular MRD/ DMS/ To conduct Internal Audit of Stock Brokers / Trading October 21, 2008
CIR-29/2008 Members / Clearing Members.
79
80
35. SEBI Circular SEBI/ MIRSD/ To conduct Internal Audit for Credit Rating Agencies January 6, 2010
CRA/Cir-01/2010 (CRAs).
36. SEBI (Investment Advisers) To conduct Compliance Audit of an Investment Adviser. January 21, 2013
Regulations, 2013
[Regulation 19(3)]
37. SEBI (Research Analysts) To conduct annual audit of Research Analyst or research September 1, 2014
Regulations, 2014 entity in respect of compliance with these regulations.
[Regulation 25(3)]
38. SEBI Circular SEBI/HO/ To conduct Internal Audit of Registrar and Share Transfer April 20, 2018
MIRSD/IR/P/2018/73 Agent (RTA).
39 SEBI (Delisting of Equity June 10, 2021
Shares) Regulations, 2021
(a) [Regulation 10 (3)] (a) To conduct due diligence and certify that the buying,
selling and dealing in equity shares of the company
carried out by the acquirer or its related entities and
top twenty five shareholders is in compliance with
the applicable provisions of securities laws including
compliance with sub-regulation (5) of regulation 4 of
the SEBI (Delisting) Regulations, 2021.
(b) [Proviso to Regulation 21 (b) To certify the shares held by inactive shareholders.
(a)]
40. SEBI (Share Based Employee August 13, 2021
Benefits and Sweat Equity)
Regulations, 2021
(a) [Regulation 13] (a) To certify that the scheme(s) has been implemented
in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 and in accordance with the resolution of the
company in the general meeting.
(b) [Regulation 26 (3)] (b) To certify compliance with Regulation 26 (2) at the
time of adoption of latest Balance Sheet by the
company.
(c) [Regulation 27 (4)] (c) To certify compliance with Regulation 27 (3) at the
time of adoption of shares holding appeared in
latest Balance Sheet by the company.
(d) [Regulation 36] (d) To certify that the issue of sweat equity shares has
been made in accordance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 and in accordance with the resolution passed

by the company authorizing the issue of such sweat
equity shares.
41. SEBI Circular SEBI/HO/ To provide Certificate of Compliance to Registrars to an November 3, 2021
MIRSD/MIRSD_RTAMB/P/ Issue and Share Transfer Agents (RTA).
CIR/2021/65
81
82
42. SEBI (Issue of Capital and Disclosure To issue a Certificate of Compliance to the issuer certifying January 14, 2022
Requirements) Regulations, 2018 that the proposed preferential issue is being made in
accordance with the SEBI (Issue of Capital and Disclosure
[Regulation 163 (2)]
Requirements) Regulations, 2018.
III. International Financial Services Centres Authority
43. International Financial Services October 18, 2021
Centres Authority (Registration of
Insurance Business) Regulations, 2021
(a) [FORM B, Point 12- Certificate (a) To certify that all the requirements of the Act read
from CA / CS] with IFSCA (Registration of Insurance Business)
Regulations, 2021 and notifications issued under
section 2CA of the Act have been complied with by
the applicant.
(b) [ FORM- C, Point 14- Certificate (b) To certify that all the requirements of the Act read
from CA/CS] with IFSCA (Registration of Insurance Business)
Regulations, 2021 and notifications issued under
section 2CA of the Act have been complied with by
the applicant.
44. International Financial Services To certify the net worth of IFSC Insurance Intermediary October 18, 2021
Centres Authority (Insurance Office (IIIO) on half yearly basis.
Intermediary) Regulations, 2021
[Regulation 13 (6)]
45. International Financial Services October 18, 2021
Centres Authority (Capital Market
Intermediaries) Regulations, 2021
(a) [Regulation 22 (1)] (a) To conduct the annual audit of the registered capital
market intermediary in respect of compliance with
IFSCA (Capital Market Intermediaries) Regulations,
2021.
(b) [Schedule I, Part I, Point 12] (b) To issue Net-worth Certificate to the applicant willing
to register as a capital market intermediary with the
IFSCA.
46. International Financial Services To certify the average annual turnover and networth of January 19, 2022
Centres Authority (IFSCA) the entity which is required to fulfil the conditions as
mentioned in the said circular to act as “Qualified Jeweller”.
[Circular 329/IFSCA/DPM/TS/
QJ/2021-22/1]
47. International Financial Services To certify the paid-up capital and net-worth requirements January 31, 2022
Centres Authority (Insurance Web of the Insurance Web Aggregator.
Aggregator) Regulations, 2022
[Regulation 8(5)]
IV. TAXATION LAWS
48. Income Tax Act, 1961 and Income Tax To Act as authorised Income Tax Practitioner. July 21, 1979
Rules, 1962
[Rule 49 (a) read with Rule 50(2A) and
288 (2) (v)]
49. Income-tax Act, 1961 and Income Tax To appear as Authorised Representative before the July, 1979
Rules, 1962 Income-Tax Authorities.
[Section 288(2) (v) and Rule 50 (2A)]
83
84
50. The Customs Act, 1962 To act as Authorized Representative before the Customs, October, 1982
Excise and Service Tax Appellate Tribunal.
[Section 146A(2)(d)] read with Customs
(Appeals) Rules, 1982 [Rule 9(c)] and
the Central Excise Act, 1944 [Section
35Q(2) (c)] read with Central Excise
(Appeals) Rules, 2001 [Rule 12(c)]
51. Authority for advance Ruling, To act as Authorized Representative before the Advance January, 2005
(Customs, Central Excise and Service Ruling Authority.
Tax) Procedures Regulations, 2005
[Regulation 2(d) (i)]
52. Arunachal Pradesh Goods Tax Act, To Act as Authorised Representative before VAT
2005 and Arunachal Pradesh Goods authorities.
Tax Rules, 2005
[Section 83(1)(c) read with Rule 78(1)(a)]
53. Bihar Value Added Tax Act, 2005 To appear before VAT authorities appointed under April, 2005
[Section 87(d)] Section 10 or the Tribunal or an Officer of the Bureau of
Investigation constituted under Section 86 of the Act.
54. West Bengal Value Added Tax Rules, To appear before Appellate and Revisional Board, the April, 2005
2005 [Rule 2(1)(a)(iv)] Commissioner, the Special Commissioner, the Additional
Commissioner or any person appointed to assist the
Commissioner on behalf of a dealer.
55. Daman and Diu Value Added Tax To appear before any VAT authority in connection with April, 2005
Regulation, 2005 any proceedings under this Regulation.
[Regulation 82(1)(b)]
56. Delhi Value Added Tax Act, 2004 To appear before VAT Authorities. April, 2009
[Section 82 (1) (b)]
57. Goa Value Added Tax Act, 2005 To appear before any VAT authority including the Tribunal April, 2005
[Section 82(1)(b)] in connection with any proceedings under this Act.
58. Gujarat VAT Act, 2003 and Rules 2006 To act as Authorized Representative.
[Section 81 (1) read with Rule59(1)(a)]
59. Haryana VAT Act, 2003 To act as Authorised Representative before VAT authorities.
[Sec 52(2)(iii) read with Section 288(2)
(v) of Income Tax Act, 1961 and rule 50
(2A) of Income Tax Rules, 1962]
60. Jharkhand Value Added Tax Act, 2005 To act as a tax practitioner to conduct VAT Audit. February, 2006
[Section 2(i)(e) read with Section 63
(1)]
61. Karnataka VAT Rules, 2005 April, 2005
(i) Rule 168(1) (i) To act as Authorized Representative.

(iI) Rule 34(1) read with Rule 168(2) (ii) To conduct VAT Audit as a tax practitioner.
(c)(iv)
62. Kerala Value Added Tax Act, 2003 To appear before VAT Authorities in connection with any April, 2009
[Section 86(1)(e) read with Rule 97 (3) proceedings under this Act.
(a)]
63. Maharashtra VAT Act, 2002 To act as Authorised Representative before VAT April, 2013
Authorities.
[Sec 82 (1)(b)]
85
86
64. Meghalaya VAT Rules, 2005 To act as Authorised Representative before VAT authorities.
[Rule 2 (1) (f ) (iv)]
65. Rajasthan VAT Rules 2006 To act as Authorised Representative before VAT authorities.
[Rule 61(a), 62(b) read with Section
288(2) (v) of Income-Tax Act, 1961 and
Rule 49, Rule 50 (2A) of the Income
Tax Rules, 1962]
66. Uttar Pradesh VAT Rules, 2008 To act as Authorised Representative before VAT authorities.
[Rule 2 (1)(e) read with Rule 73]
67. Tamil Nadu Value Added Tax Act, To act as Authorised Representative before VAT authorities. December 15, 2006
2006 [Section 78 (c)] read with Rule
17(2)(b)(i)(C) of the Tamil Nadu Vat
Rules, 2007]
68. Customs Brokers Licensing Regulations, To act as Customs Broker. May 14, 2018
2018 [Regulation 5 (1) (h) (ii)]
69. The Central Goods and Service Tax To act as GST Practitioner. July, 2017
Act, 2017 and the Central Goods and
Services Tax Rules, 2017
[Section 48(1) read along with Rule 83
(1) (iv) (c)]
70. The Central Goods and Service Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
71. The Andhra Pradesh Goods and To appear as Authorised Representative. July, 2017
Services Tax Act, 2017
[Section 116(2)(c)]
72. The Arunachal Pradesh Goods and To appear as Authorised Representative. July, 2017
[Section 116(2)(c)]
73. The Assam Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
74. The Bihar Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
75. The Chhattisgarh Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116 (2) (c)]
76. The Delhi Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116 (2) (c)]
77. The Goa Goods and Services Tax Act, To appear as Authorised Representative. July, 2017
2017
[Section 116(2)(c)]
78. The Gujarat Goods And Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
87
88
79. The Haryana Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
80. The Himachal Pradesh Goods and To appear as Authorised Representative. July, 2017
[Section 116(2)(c)]
81. The Jammu and Kashmir Goods and To appear as Authorised Representative. July, 2017
[Section 116(2)(c)]
82. The Jharkhand Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
83. The Karnataka Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
84. The Kerala State Goods and Services To appear as Authorised Representative. September, 2017
Tax Act, 2017
[Section 116(2)(c)]
85. The Madhya Pradesh Goods and To appear as Authorised Representative. July, 2017
[Section 116(2)(c)]
86. The Maharashtra Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
87. The Manipur Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
88. The Meghalaya Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
89. The Mizoram Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
90. The Nagaland Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
91. The Odisha Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
92. The Puducherry Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
89
90
93. The Punjab Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
94. The Rajasthan Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
95. The Sikkim Goods and Services Tax To appear as Authorised Representative. July, 2017
Act, 2017
[Section 116(2)(c)]
96. The Tamil Nadu Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
97. The Telangana Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
98. The Tripura State Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
99. The Uttarakhand Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
100. The Uttar Pradesh Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
101. The West Bengal Goods and Services To appear as Authorised Representative. July, 2017
Tax Act, 2017
[Section 116(2)(c)]
102. The Union Territory Goods and To Act as Authorised Representative before the Income- July, 2017
Services Tax Act, 2017 (Applicable Tax Authorities.
to Andaman and Nicobar Islands,
Lakshadweep, Dadra and Nagar
Haveli and Daman and Diu, Ladakh,
Chandigarh and Other Territory)
V. OTHER LEGISLATIONS
103. The Gujarat Stamp (Payment of To be appointed as Authorised Collection Centre for August 23, 2019
Duty by Means of E-Stamping) E-Stamping.
(Amendment) Rules, 2019
[Rule 13 (i)]
104. Para 9 (1) (B) (i) of Schedule 1 to To issue certificate in case of an Indian company accepting May 3, 2000
Notification No. FEMA 20/2000-RB investment from a foreign investor, thereby confirming
compliance of Companies Act, 2013 and other matters.
105. Foreign Exchange Management To certify under FDI policy on behalf of Indian companies May 30, 2000
(Transfer of Issue of Securities by accepting investment.
a Person Resident Outside India)
Regulations, 2000
[Regulation 8 (2) (II)]
106. Reserve Bank of India Circular DBOD Diligence Report for Banks regarding compliance of September 19, 2008
No.BP. PC.46/08.12.001/ 2008-09 various statutory prescriptions.
91
92
107. {Foreign Exchange Management To issue No Objection/Tax Clearance Certificate regarding January 1, 2016
(Transfer or issue of Security by transfer of capital contribution/ profit shares of a Limited
a Person Resident outside India) Liability Partnership from resident to non- resident / non-
Regulations, 2000} resident to resident.
FED Master Direction No. 18/2015-16
108. Foreign Trade Policy 2015-2020 To certify the following: June 30, 2019
i. Certificate for issue of EPCG authorization
(Appendix 26) Certificate for EPCG Redemption
(Appendix 26A).
ii. Certificate showing sales turnover of ammunition
(indigenous and imported) during the preceding
three licensing years (Annexure ANF 2B).
iii. Certification in respect of application for grant of
Status Certificate (ANF 3A).
iv. Certification in respect of application for Served from
India Scheme (Annexure ANF 3B).
v. Certificate for Agriculture Infrastructure incentive
scrip under VKGUY (Annexure to ANF 3D).
109. Telecom Regulatory Authority of India To act as Authorized Representative before the Telecom March 25, 2000
(Amendment) Act, 2000 [Section 17 Disputes Settlement and Appellate Tribunal.
and Explanation (b) thereto]
110. Department of Tele-communications To certify the documents for other Service Providers January 12, 2016
vide No. 18-05/2009-CS-I (OSP) Registration for the entities which propose to
provide the services such as Tele-banking, Tele-medicine,
Tele-trading, E-commerce Call Centers, both International
and Domestic, Network Operation Centers and Vehicle
Tracking Systems etc.
111. Department of Tele-communications To certify Registration along with Article of Association, May 31, 2016
(Access Service Cell) [Notification No. Memorandum of Understanding, Details of Promoters/
800- 23/2011-VAS (Vol. II)]. Partner/ Shareholder, Net worth, Paid up Capital, Foreign
Direct Investment in the company for the purpose of
Application to Department of Telecommunications for
Grant of Unified License (Virtual Network Operators)/
Authorisation for Additional Services.
112. Guidelines for Grant of Unified License To certify Paid-up equity capital and net-worth. May 31, 2016
(Virtual Network Operators) (Point
viii & X of Para 1, Annexure I & II)
Department of Tele- communications
113. Policy guidelines for the Empanelment To certify the prescribed revenue details, latest profit & August 12, 2016
of Private FM Radio Stations and loss accounts, balance sheet and actual tax payment
fixation of rates for Government including service tax for previous financial year and the
Advertisements by DAVP – 2016 amount of advertisement revenue generated by Private
FM Radio Stations during the previous financial year
Ministry of Information and Broadcasting,
preceding the date of application.
Directorate of Advertising and Visual
Publicity vide F. No. 22204/1/2013/
EAC/AV (Part File Volume B)
93
94
114. PFRDA (Procedure for Inquiry by To act as Authorised Representative before the January 6, 2015
Adjudicating Officer) Regulations, 2015 Adjudicating Officer or the Member.
[Regulation 7]
115. PFRDA (Internal Audit of Custodian of To conduct Internal Audit of Custodian of Securities on September 1, 2015
Securities) Guidance Note 2015] quarterly basis.
[Clause 1]
116. PFRDA (Retirement Adviser) To act as Retirement Adviser. June 13, 2016
Regulations, 2016 [Regulation 4 (2)(b)]
117. The IRDA (Registration of Indian To certify that the applicant has complied with all the July, 2000
Insurance Companies) Regulations, requirements relating to registration fees equity, share
2000 capital and other requirements of the Insurance Regulatory
and Development Authority Act, 1999.
[Explanation to Regulation 10(2)(i)]
118. IRDAI {Registration and Operations of To certify that all the requirements relating to processing December 21, 2017
International Financial Service Centre fees, assigned capital, NOF and other requirements
Insurance Offices (IIO)} Guidelines, have been complied with by the applicant from a foreign
2017 country.
[Clause 12] & [Clause 13]
119. Transparent Inspection Scheme To provide third party certification under Transparent June 24, 2016
Department of Labour, Government of Inspection Policy.
Haryana
[Clause 2, Part B]
120. Third Party Certification/Audit To provide third party certification. August 10, 2016
Scheme Department of Labour,
Government of Haryana
[Clause 2 (ii)]
121. Competition Act, 2002 To act as Authorised Representative before the March 31, 2003
Competition Commission of India.
[Section 35]
122. Special Economic Zones Rules, 2006 To act as Authorized Representative before the Board of February, 2006
Approval Zones.
[Rule 61]
123. Central Electricity Regulatory To act as Authorized Representative before the Central March 23, 2016
Commission (Miscellaneous Provisions) Electricity Regulatory Commission.
Order, 2016
124. Real Estate (Regulation and To act as Authorised Representative before the Appellate March 26, 2016
Development) Act, 2016 Tribunal or the Regulatory Authority or the adjudicating
officer, as the case may be.
[Section 56]
125. The Trade Marks Rules, 2017 To be registered as a Trade Marks Agent. March 6, 2017
[Rule 144]
126. Petroleum and Natural Gas Regulatory To certify the shareholding pattern of a Gas Exchange. September 28, 2020
Board (Gas Exchange) Regulations,
2020
[Regulation 18 (4)]
127. Petroleum and Natural Gas Regulatory To certify the shareholding pattern of a Clearing September 28, 2020
Board (Gas Exchange) Regulations, 2020 Corporation.
[Regulation 19 (3)]
95
96
128. Consumer Protection (Direct Selling) To certify all the information provided by the direct selling December 28, 2021
Rules, 2021 entity on its website.
[Rule 5 (1) (g)]
B. FOR COMPANY SECRETARY IN EMPLOYMENT

1. IRDAI(Corporate Governance) To be designated as Compliance Officer. May 18, 2005
Guidelines for Insurers in India
[Clause 11.4.2]
2. Companies Act, 2013 “Company Secretary” or “Secretary” means a company September 12, 2013
secretary as defined in clause (c) of sub-section (1) of
[Section 2(24)]
section 2 of the Company Secretaries Act, 1980 who is
appointed by a company to perform the functions of a
company secretary under the Act.
3. Companies Act, 2013 To be appointed as Key Managerial Personnel. September 12, 2013
[Section 203 (1)(ii) read with Rule
8 & Rule 8A of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
4. SEBI (Listing Obligations and Disclosure To be appointed as Compliance Officer except for units September 2, 2015
Requirements) Regulations, 2015 issued by Mutual Funds.
[Regulation 6]
5. SEBI (Listing Obligations and Disclosure A Compliance Certificate to be submitted to the September 2, 2015
Requirements) Regulations, 2015 exchange, duly signed by both the Compliance Officer of
the company and the Authorised Representative of the
[Regulation 7(3)]
share transfer agent, wherever applicable, within thirty
days from the end of the Financial year, certifying that all
activities in relation to both physical and electronic share
transfer facility are maintained either in house or by RTA
registered with SEBI.
6. SEBI (Listing Obligation and Disclosure The quarterly compliances report an corporate governance September 2, 2015
Requirements) Regulations, 2015 submitted by listed entity to the stock exchange shall
be signed either by the Compliance Officer of the Chief
[Regulation 27(2)(c)]
Executive Officer of the listed entity.
7. IRDA (Registration of Indian Insurance To be appointed as the Key Management Person. February 22, 2016
Companies) Regulation, 2000
[Regulation 2(1)(i)]
8. SEBI (Listing Obligations and Disclosure Senior management shall specifically include Company May 9, 2018
Requirements) Regulations, 2015 Secretary excluding Board of Directors.

[Regulations 16(1)(d)]
9. SEBI’s Circular SEBI/110/DDHS/ The SEBI guidelines for fund raising by issuance of debt November 26, 2018
CIR/P/2018/ 144 securities by Large Corporate (LC) mandates that the
disclosures made by the LC to the Stock Exchange with
respect to issuance of debt securities, shall be certified
both by the Company Secretary and the Chief Financial
Officer of the LC.
97
98
10. Petroleum and Natural Gas Regulatory To be appointed as ‘Compliance Officer’ in every Gas September 28,
Board (Gas Exchange) Regulations, Exchange or Clearing Corporation. 2020
2020
[Regulation 30(1)]
11. IFSCA (Issuance and Listing of To be appointed as ‘Compliance Officer’ in the listed entity. July 16, 2021
[Regulation 130]
12. Life Insurance Corporation General “Company Secretary” shall mean a person who is a July 22, 2021
Regulations, 2021 member of the Institute of Company Secretaries of India,
constituted under the Company Secretaries Act, 1980 (56
[Regulation 2 (1) (c)]
of 1980) and who is the head of the secretarial function of
the Corporation.
13. SEBI (Issue and Listing of Non- To be appointed as ‘Compliance Officer’. August 9, 2021
Convertible Securities) Regulations,
2021
[Regulation 27 (4)]
14. Companies Act, 2013 To be appointed as Whole-time Company Secretary of a September 29, 2020
Producer Company
[Section 378X]
2. Achieving Professional Excellence

A Company Secretary has overreaching responsibility to take care of interest of all
the stakeholders specially those who are not involved in the day to day affairs and
management of the company. The skills and attributes of a Company Secretary
include sound subject knowledge, decision making ability, analytical skills, high
intelligence, and understanding of agendas, negotiation and resilience. Company
Secretary plays a vital role in Board Professionalism, Corporate reporting, Governance
and Sustainability issues, etc, a right advise on these issues would result in the
enhanced trust of corporate which will automatically increase the economic value
of the Corporate. Professionals hence needs to have broader strategic view, pursue
highest skills for excellence.
This is where it becomes important to stand out from the crowd, the dynamic world
makes the future even more difficult because of the impending policy changes and
the industry perspectives. Automation is also expected at faster and larger scale.
In this day of expanding technology, no professional can expect to be licensed for
life. In order to be able to continue to offer a high level of service to the public
every professional must devote a considerable portion of his time in updating his
knowledge and skills. Professionals are expected to continuously update knowledge,
assimilate and articulate the same to respond to expectations of stakeholders.
They have to develop a right attitude to ensure that the services are rendered in
a professional manner, adhering to the professional standards and the tenets of
professionalism. Quality is a route to excellence and excellence is the hallmark of
success in a competitive environment. Hence, as a Preferred Professional, keeping
the skills updated and acquiring new skills is of utmost importance. The performance
of a professional can be kept at the level of excellence, by continuous self learning,
and professional development.
Continuous learning triggers competence, excellence, self- confidence, motivation and
positive attitude that makes professionals agile to meet the stakeholders expectations.
Towards continuous learning and professional education, the Institute offers Structured
and specific curriculum in the form of webinars/ seminars/ courses that help in developing
niche in particular area. The Institute holds various professional events which are valuable
to learn about upcoming areas under regulatory and industry framework and continuous
updation. These events can also serve as a forum for networking and sharing ideas with
peers that can give you a fresh perspective and insight. On the other hand, the Institute
offers various Post Membership Qualification courses/ Advanced Courses/ Certificate
Courses to enable the members to master and expertise in specific areas.
As a measure for self learning, it is also important to remain up-to-date, considering
the job profile, members should enrich their knowledge from the Judgements of
NCLT/NCLAT and corporate matters from various High courts. Further upgradation of
skills may also be considered through attending educational webinars, following the
educational blogs of industry and academic experts, or regularly checking industry
news sites and online forums to stay updated on the latest trends. The investments in
these strategic areas shall lead to excellence and professional growth.
100 BRIEF GUIDE TO RECOGNITIONS FOR THE PROFESSION
3. ICSI Initiatives for Members

With a vision “To be a global leader in promoting Good Corporate Governance”, the
Institute has led by example in being at the forefront of promoting excellence in
corporate governance by adopting, introducing and advancing the knowledge and
understanding of best governance practices for ensuring a trustworthy corporate
climate in India.
It has been the endeavour of ICSI to maintain the highest professional standards
for the profession. The Institute and its members have successfully contributed in
the endeavour of building professional excellence and strengthening stakeholder’s
confidence, and thus empowering the profession. But as we all know, this is an ever
continuing process. The challenge is in making a better tomorrow than today and
set enviable benchmarks for us.
Some of the measures taken by the Institute are mentioned below:
Online Programmes
The Institute has been conducting a series of focused webinars on contemporary
topics and emerging areas, for its members to up skill their capabilities, enhance
their knowledge base and unlock the professional opportunities.
PMQ Courses
The Institute has revamped its PMQ Courses to make them more vibrant using
technology. The classes and assessment are conducted online. The courses are
conducted to enhance competencies and skills of the members in subjects like
Corporate Governance, Internal Audit and Arbitration, etc.
Online Crash Courses, Certificate Courses & Self-Assessment Modules

The Institute initiated a series of Online Self-Assessment modules, Crash Courses
and Certificate Courses for its members since the lockdown for their continued
professional development. Members may avail the benefit of learning the nuances of
Company Law, Tax Law, Securities Law, Governance, GST, RERA, MSME, Contract
Management, Valuation, BRR, IPR, CSR, Labour laws, etc. through these courses
from their homes.
ICSI Institute of Insolvency Professionals (ICSI IIP)
The ICSI has formed ICSI Institute of Insolvency Professional (ICSI IIP), a Section
8 Company, which is registered as an Insolvency Professional Agency with the
Insolvency and Bankruptcy Board of India (IBBI). The ICSI IIP educates, develops,
trains and monitors the insolvency professionals enrolled with it. The members
enrolled with ICSI IIP have plethora of opportunities under corporate insolvency
resolution, liquidation, voluntary liquidation under the Insolvency and Bankruptcy
Code, 2016.
ICSI Registered Valuers Organisation (ICSI RVO)

The ICSI has also formed ICSI Registered Valuers Organisation (ICSI RVO), a Section
8 company, registered with the IBBI, with the objective of educating, regulating and
monitoring the discipline of Registered Valuers. A Company Secretaty is eligible
to conduct the valuation of ‘Securities or Financial Assets’ as a Registered Valuer.
The requirement of Registered Valuers has enhanced professional opportunities for
Company Secretaries where a valuation is required to be made in respect of any
property, stocks, shares, debentures, securities or goodwill or any other assets or net
worth of a company or its liabilities under the provision of the Companies Act, 2013.
Other Bodies
ICSI has set-up the Governance Research and Knowledge Foundation (GRKF), which
undertakes research and development activities. The ICSI Centre for Corporate
Governance, Research and Training (CCGRT) at Navi Mumbai, is dedicated to
research and training in the field of economics, taxation, capital markets and so on.
The Institute has set-up a Centre of Excellence (CoE) in Hyderabad which is working
for capacity building of members in areas such as mediation, arbitration, etc.
Softwares for Members

The Institute has entered into agreement with (i) Accloud Plc. (ii) Comply Relax
Software, (iii) Microvista Technologies, software vendors keeping in view the need
of technology driven competition and facilitate the work of its members.
5
Opportunities and Challenges

for the Profession
It is not the strongest, it is not the most innovative,

but one who is most responsive to change who
will survive.
– Charles Darwin
1. Introduction
In view of the increasing emphasis on adherence to norms of good corporate
governance over the years, there has been an increased focus on the professionals
who support and guide the management team in generating long-term value added
for the shareholders and society at large, and also those who are accountable to the
stakeholders for the companies’ long-term performance.
The importance of effective corporate governance continues to be critical in business
environment, resultantly there has been an increased focus on the role of the Company
Secretary. The dynamics from the boardroom to regulatory to technology have been
widely changing and corporates as well as regulators have been explicitly looking for
professionals who can handle responsibilities and add value.
The profession of Company Secretary has grown leaps and bounds since inception,
fading all the odds, meeting the expectations of the regulators and the shareholders
and seizing every opportunity into an achievement, the profession both in practice
and employment has proven the skills and knowledge at every forum.
With the emergence of self-regulated regime, the role of Company Secretary has enhanced
beyond mandated boundaries. The regulators have justifiably reposed confidence in the
profession attaining over 100 recognitions for the professionals in practice.
Amid turbulent geopolitical and economic crisis, the profession has served the
industry and the society abiding by the motto of the Institute i.e. lR;a onA /keZa pjA –
Speak the Truth, Abide by the Law.
The number of Company Secretary Professionals both in Practice and Employment
are more than 69,000 and in practice there are over 11,000 members, which reflects
the growth of the Profession over the years.
OPPORTUNITIES AND CHALLENGES FOR THE PROFESSION 103
Growth in Number of Members
80000
70000
60000
50000
40000
30000
20000
10000
0
2022 2021 2020 2019 2018
2. Challenges & Opportunities for the Profession
Technological
Regulatory
Economic
Challenges &
Opportunities
for the
Profession
a. Economic
With a population of more than 1.2 billion, India is the world’s largest democracy.
Over the past decade, the country’s integration into the global economy has been
accompanied by economic growth. India has now emerged as a global player.
-World Bank
India has been proactively taking measures and has emerged to be one of the
fastest-growing major economy in the world and is expected to be one of the top
three economies in the world over the next 10-15 years. Indian economy faced
104 OPPORTUNITIES AND CHALLENGES FOR THE PROFESSION
downturn during the pandemic situation, but resilient economic drivers and robust
recovery driven by the Government’s proactive policy measures built a stronger
stakeholder interface.
India is projected to be the third largest economy

in Gross domestic product in Purchasing Power Parity terms measured at current prices
20000 12%
18000
10%
16000
14000
8%
12000
10000 6%
8000
4%
6000
4000
2%
2000
0 0%
2019 2020 2021 2022 2023 2024
GDP value ($ Bn) GDP value ($ Bn) - Projected Growth rate (Y.o.Y)
Source: International Monetary Fund

Source: International Monetary Fund
Pandemic jolted most of the economies world over, now within two years of
pandemic, the Russia – Ukraine war has crippled the world economies, its global
effects on commodity markets, supply chains, inflation, and financial conditions
have steepened the slowdown in global growth.
In such a volatile global environment, it is heartening that India has stood the
global headwinds, and the economy is poised to remain one of the fastest growing
economy in the world. Government and the RBI have been proactively addressing
the near-term challenges, and have continued to focus on path breaking reforms
and policy interventions to enhance competitiveness of the economy.
FDI policy provisions have been progressively liberalized and simplified across various
sectors in the recent past to make India an attractive investment destination. Measures
taken by the Government on FDI Policy reforms have resulted in increased FDI inflows
in the country, which year after year is setting up new records. Investment climate
in India has improved considerably primarily due to ease in FDI rules in India. India
attracted the highest ever FDI inflow of $83.57 billion during financial year 2021-22.
Top 5 sectors receiving highest FDI equity inflow during FY 2021-22 are Computer
Software & Hardware (24.60%), Services Sector (Finance, Banking, Insurance, Non
Finance/Business, Outsourcing, R&D, Courier, Tech. Testing and Analysis, other)
(12.13%), Automobile Industry (11.89%), Trading 7.72% and Construction (Infrastructure)
Activities (5.52%). These trends in India’s FDI are an endorsement of its status as a
preferred investment destination amongst global investors.
GST revenues for the month of August 2022 are 28% higher than the revenues in
the same month last year of ₹ 1,12,020 crore. GST revenues have been more than
the ₹ 1.4 lakh crore mark for six months in a row now. The growth in GST revenue
till August 2022 over the same period last year is 33%, continuing to display very
high buoyancy. Better reporting coupled with economic recovery has been having
positive impact on the GST revenues on a consistent basis.
The chart below shows trends in monthly gross GST revenues during the current year:
Trends in GST Collection (Rs. in Crore)
Source: PIB
India has been home to several innovatively crafted business models over many
decades, Atmanirbhar Bharat paved way for building the skill set into national assets.
The country is attracting many global majors for strategic investments owing to
the presence of vast range of industries, investment avenues and policies of the
Government such as Make in India and Atmanirbhar Bharat.
India has emerged as the 3rd largest ecosystem for startups globally with over
77,000 DPIIT-recognized startups across 656 districts of the country as of August,
2022. The innovation in India is not just limited to certain sectors. Startups have
been recognised in 56 diverse industrial sectors with 13% from IT services, 9%
from healthcare and life sciences, 7% from education, 5% from professional and
commercial services, 5% from agriculture and 5% from food & beverages. More than
4,500 Startups have been recognized in sectors relating to emerging technologies
such as Internet of Things (IoT), Robotics, Artificial Intelligence, Analytics, etc.
In Start-ups, India’s role has been vital in nurturing entrepreneurship beyond Tier-
1 cities. The regional growth through the efforts of States and Union Territories
(UTs) has created a national ecosystem to thrust our economic goals. While 55%
of the recognised start-ups are from Tier-1 cities and 45% of the start-ups are from
Tier-2 and Tier-3 cities respectively, 45% of start-ups are represented by women
entrepreneurs. With more than 80 Startups getting recognized per day- highest rate
in the world, the future of the startup culture is very promising and encouraging. This
shows the roots of startups have grown deep in the country.
Rise in Startups
80000
70000
60000
50000
40000
30000
20000
10000
0
2016 2017 2018 2019 2020 2021 2022
As of September 2022, India is home to 107 unicorns with a total valuation of $340.79
Bn (Unicorn is a term used in the venture capital industry to describe a privately
held startup company with a value of over $1 billion). Out of the total number of
unicorns, 44 unicorns with a total valuation of $93.00 Bn were formed in 2021 and 21
unicorns with a total valuation of $26.99 Bn were formed in 2022. The global startup
ecosystem is witnessing a shift as the world is increasingly realising the potential
carried by the startups.
Micro, Small and Medium Enterprises (MSMEs) are a huge pillar of India’s growth
trajectory. The MSME sector accounts for one third of India’s economy. More than 11
crore people are directly or indirectly connected with this sector. MSMEs have played
an important role in shaping the Atmanirbhar Bharat mission and the government
has substantially increased the budget in the last eight years to strengthen the
MSME sector. The government is encouraging unique local products to reach the
global markets and, in the process, strengthening the Indian economy.
The Government of India, under Aatmanirbhar Bharat, has announced measures
to help MSMEs in the country. These include (i) Subordinate Debt for stressed
MSMEs; (ii) Rs. 3 lakh crore Emergency Credit Line Guarantee Scheme (ECLGS)
for business, including MSMEs, which has subsequently been increased to Rs. 5
lakh crore; (iii) Rs. 50,000 crore equity infusion through Self-Reliant India Fund; (iv)
New revised criteria of classification of MSMEs; (v) New registration of MSMEs
through ‘Udyam Registration’ for Ease of Doing Business; (vi) No global tenders for
procurement up to Rs. 200 crore.
These staggering statistics depicts hope and optimism for the entire nation and for
the professional community. Undoubtedly, there are challenges but there cannot be
any denying the fact that the ambitions of our nation are taking shape in a way that
is transformative and innovative.
Similarly, Company Secretaries have been adoptive of the changing dynamics. As
it is understood from above details, India has plethora of Startups with innovative
and technical operation skills. The Profession of Company Secretary can contribute
immensely right from incorporating to assisting the Startups in building and
reinventing the business strategies, developing right kind of processes and
procedures necessary for strong and successful venture. A structured Compliance
function can definitely add a systematic, disciplined approach to managing
the businesses thereby identifying risks impacting the business. As a preferred
professional and an expert in legal and procedural skills, Company Secretaries are
integral and optimal for the growth and expansion of the Startups.
A Company Secretary in the wake of Atmanirbhar Bharat can tender all such services
which leads to appropriate guidance to the entities and thus play a crucial role in
successful contribution to the economy.
b. Regulatory
Evolving and ever-changing regulatory regime signals growth and adaptiveness of
the society as a whole. Existing laws also change when they require updating or are
no longer relevant or need to be modernised. Incidentally, the role and paradigm
of the professionals is also defined or redefined. Accordingly, role of a Company
Secretary has witnessed sea change over last three decades.
It is pertinent to understand that the regulatory adaptations may ascertain and impact
the indicators portraying commitment towards investors, attract foreign investment
and enhance overall economic competitiveness. In 2015, the Government’s goal
was to join the 50 top economies on the ease of doing business ranking by 2020.
With the administrative reforms, efforts targeted all of the areas measured by Doing
Business, with a focus on paying taxes, trading across borders, and resolving
insolvency, the country has made a substantial leap upward, raising its ease of doing
business ranking from 130 in Doing Business 2016 to 63 in Doing Business 2020.
Yet, it is considerable to mention that according to an analysis done by TeamLease
Compliance, there are a total of 677 Acts, 25,537 compliances and 2,282 regulatory
filings at the Central level alone for firms. Further, when it comes to Central and
States it comes to 69,233 compliances and 6,618 regulatory filings across the Centre
and States.
Further to add, as per the World Bank report publised in 2019, an Indian business
spends 252 hours in preparation and paying taxes (hours) in India. In comparison
with other countries, a Chinese enterprise spends 138 hours paying taxes while a
business in the best-performing country of Singapore spends only 49 hours.
With the intent to ensure “Minimum Government, Maximum Governance” the Central
Government embarked on an ambitious journey to reduce burdensome compliances
and simplify, decriminalize & remove redundant laws. Due to consented efforts of all
Ministries, the mindset has evolved from “Not able to understand complexities” to “it
is so simple to start a business” in India.
The Government has taken several reforms such as changing the definition of
MSMEs, boosting scope for private participation in numerous sectors, increasing
FDI in the defence sector, Supply Chain Reforms for Agriculture, Rationalising
Tax Systems, Labour law reforms, etc. The Government is also welcoming private
enterprises in all sectors to improve competition and choice for the consumers.
India is also one of the most open countries today when it comes to FDI, which is
resulting in record inflows of FDI from across the world.
Small and Medium businesses are important part of economy as these employ
sizeable workforce and are major contributor to GDP. To achieve goal of US$5
Trillion economy it is vital for these businesses to thrive and prosper. LLP as
a form of business, is very suitable for Small and Medium businesses and
entrepreneurs to conduct their operations effectively and efficiently. As on
October 31, 2021 there were 2,26,043 active LLPs in the country. During the
period December 1, 2020 to October 31, 2021 total 44,069 LLPs were incorporated.
It is indicative of growth of entrepreneurship in the country. MCA, as a measure
to ease compliance burden on citizens and corporate, has decriminalized 46
penal provisions of the Companies Act, 2013 and 12 offences under the Limited
Liability Partnership (LLP) Act, 2008.
The LLP Act, 2008 was also amended for the first time in 12 years to decriminalise
12 compoundable offences. Two new concepts ‘Small LLP’ and ‘Startup LLP’ were
also introduced. These LLPs will enjoy lesser compliances, lesser fee and lesser
penalties in case of minor violations. With the growing economy, entrepreneurs
will play crucial role. LLPs are increasingly becoming relevant as they help in
augmenting India’s global competitiveness, contributing towards inclusive growth
as well as promoting vision of Atmanirbhar Bharat.
As on October 31, 2021, 14,29,166 companies were active in the country. During
the period December 1, 2020 to October 31, 2021 total 1,54,333 companies were
registered. Majority of active companies (80%) were operating in Business Services
(31%), Manufacturing (20%), Trading (13%), Construction (8%) and Community,
Personal and Social Services (8%).
Source: MCA Annual Report 2021-22
The Government in its vision for facilitating greater Ease of Doing Business aims
to carry out further amendments to the Companies Act, 2013, Insolvency and
Bankruptcy Code, 2016, Competition Act, 2002 and relevant rules to provide further
ease of doing business and boost entrepreneurship in the wake of many MNCs
desiring to shift their manufacturing hubs to India. We are currently at a critical
juncture where every effort is being made towards an ‘Atmanirbhar Bharat’ and to
make India the next global manufacturing hub.
Five pillars of Aatmanirbhar Bharat are Economy, Infrastructure, System, Vibrant
Demography and Demand. Aatmanirbhar Bharat mission focuses on preparing the
country for tough competition in global supply chains, facilitate the ease of doing
business, empower MSMEs, attract investments including FDI and strengthen
the policies for Make in India, which will result into driving the country’s economy
towards self-reliance in coming years.
The COVID-19 pandemic has thrown up several avenues of innovation and
enterprise in areas like education, marketing, retailing, communication, IT among
others. There are abundant possibilities for innovation in fields such as environment,
health, agriculture, artificial intelligence, robotics, 3D printing and nanotechnology.
There is a need to utilise government incentives to promote the most innovative of
these ideas. Professionals like Company Secretaries have a key role in supporting
entrepreneurs venturing into these areas.
Government’s enhanced focus on ease of doing business and foreign direct

investments, have prompted strict governance and compliance norms. In this
scenario, a Company Secretary with multiple skill strives and assists corporates to
comply with legal, ethical and regulatory requirements by adopting the principles
of corporate governance to achieve excellence, namely, fairness to all stakeholders,
mutual trust, transparency, accountability, and implementing strategies to build
reputation at the global level.
A Company Secretary as a professional has a core competence in compliances
and corporate governance. They are specialized professionals in the matters
relating to governance and compliance enjoined under various statutes and rules,
regulations, byelaws, guidelines made thereunder. And as a preferred professional,
Company Secretaries work diligently while performing their duties not only to avoid
any legal implications but also to adhere to the governance norms and standards,
professional duties and trust reposed on them by the management, shareholders
and the regulators.
“The cost of non-compliance is great. If you think compliance is expensive, try non-
compliance.”
– Paul Mcnulty, Former U.S. Deputy Attorney General
With the promulgation of the Companies Act, 2013 (the Act) and Insolvency and
Bankruptcy Code 2016 and introduction of SEBI (Listing Disclosure Obligations
Requirements), Regulations, 2015, the role and responsibilities of Company
Secretaries both in employment and in practice has widened. The scope of a
Company Secretary has increased immensely as they are entrusted for ensuring
compliances and strengthening governance in the corporate.
Enactment of Insolvency and Bankruptcy Code, 2016 (the Code) revolutionised
the insolvency law regime in India. It inter alia lays down provisions regarding
reorganization and insolvency resolution as also provisions relating to liquidation vis-
a-vis corporate persons, partnership firms and individuals.
Under this Code, the institution of ‘Insolvency Professionals (IPs)’ has been
introduced and established, wherein a Company Secretary can also become an
Insolvency Professional. Insolvency Professionals are authorized and vested with very
wide powers to carry out different functions under the Code. During the Corporate
Insolvency Resolution Process, IPs take over management of the Corporate Debtor,
form a Committee of Creditors and perform under its guidance. The total number of
companies admitted for CIRP by September 2021 were 4,786. Of these, 705 have been
closed, 539 have been withdrawn, 1444 have ended in liquidation and 434 have ended
in approval of Resolution Plan.
Ecosystem under the IBC (As on September 30, 2021)

NCLT Benches 15
Information Utilities 01
Insolvency Professional Agencies 03
Insolvency Professionals 3,816
Insolvency Professional Entities 86
Registered Valuer Organisations 16
Registered Valuers 4,366
Registered Valuer Entities 52
Source: MCA Annual Report 2021-22
The Company Secretary in order to meet the requirements need to possess highest
of the skills to cater to the requirement of the leadership. This requires more holistic,
meaningful skills, competencies and informal attributes in practising governance-
resolving dilemmas, dealing with complexity, making judgements, act as advisor
and/or confidante, and maintaining high levels of trust. It is the responsibility of
a Company Secretary to ensure that the corporate entities meet governance
requirements; follow procedures set out in law and ensure stakeholder satisfaction
which are critical to entities interests.
As we have discussed, the new regulator International Financial Services Centres
Authority has huge opportunities to offer for Company Secretary which still remain
untapped. The regulatory challenges are exponential, the introduction of Business
Responsibility and Sustainability Reporting, the upcoming Social Stock Exchanges
and concept of social auditor, the professional should proactively remain updated to
cater the needs of the market.
c. Technological
Expert Committee constituted under the Chairmanship of Dr. J J Irani, to advise
Government on new Companies Law, in the year 2004 pointed that “in the competitive
and technology driven business environment, while corporates require greater
autonomy of operation and opportunity for self-regulation with optimum compliance
costs, there is a need to bring about transparency through better disclosures and
greater responsibility on the part of corporate owners and managements for improved
compliance.” The Companies Act, 2013 is a consequence of visualisation of how
India would be placed at the global platform. That’s how technology paved in the
corporate and regulatory sector and professionals have been an important part of
the development.
The evolution in technology has been successful in creating innovation as well as

the impactful changes that made things easier for people worldwide. In recent years,
it has been a real fact that the technological advancements innovates new tools that
efficiently deal with all the complexities and hurdles. Technology is a driving force
which provides the ability to tackle the complex business process and one of the
ideal ways to grow the business.
With the emergence of new technologies, Company Secretaries are also viewed,
perhaps more than ever, as valued advisers to Boards for corporate governance, in
the area of information technology. The adoption, implementation, and deployment of
technologies across the organisation brings about greater opportunities. By keeping
in step with relevant technological advancements and opportunities, Company
Secretaries can strengthen the Board’s understanding of the organisation’s key
technology strategies and risks.
By embracing this new facet of their role, Company Secretaries provide the Board
with a level of confidence to make IT-related decisions that are strategic, feasible,
and impactful – all of which factors into effective governance. With greater degree
of digitization, Company Secretaries can automate standard/ routine processes and
focus their time and attention to more qualitative work where human intervention
is essential.
Artificial Intelligence has been revolutionizing many sectors of the global economy
in the last decade. It is estimated that AI has the potential to add USD 957 billion,
or 15 percent of the current gross value added, to India’s economy by 2035. It is
also widely reported that the rapid rise of AI will lead to the automation of various
activities. In recent years, many Startups have emerged and have been leveraging
the power of AI and bringing out products and solutions in logistics, manufacturing,
finance, retail and consumer products, among others. These Startups are leading
the entrepreneurship and innovation in India.
The Government has also provided ease to the corporate by allowing use of
technology by providing relaxation of the requirement of physical presence of
directors in board meetings while discussing certain items such as approval of the
annual financial statements, approval of the Board’s report, approval of the matter
relating to amalgamation, merger, demerger, acquisition and takeover, etc. allowing
use of Video Conferencing and other audio-visual means for conducting meetings.
By leveraging Artificial Intelligence (AI) and analytics tools, the MCA has deployed
the MCA-21 V3.0 system so as to meet the dynamically evolving needs of various
stakeholders. MCA-21 V3.0 is a technology-driven forward-looking project,
envisioned to strengthen enforcement, promote Ease of Doing Business and
enhance user experience. MCA-21 V3.0 rollout has been planned in phases to
ensure minimum disruption in regulatory filings.
MCA launched the Phase-1 of MCA-21 V3.0 in May, 2021 comprising of revamped
website, new email services for MCA Officers and two new modules, namely,
e-Book and e-Consultation. As part of Phase-2, LLP Module for supporting all LLP
filings was launched in March, 2022. Some company forms (CHG-1, CHG-4, CHG-
6, CHG-8, CHG-9, DIR-3 KYC, DIR-3 KYC WEB, DPT-3 and DPT-4) have been
introduced in September, 2022. Remaining company forms and other modules
like e-Adjudication, Compliance Management System are expected to be fully
deployed this year.
The MCA-21 V3.0 in its entirety will not only improve the existing services and
modules, but will also create new functionalities like e-adjudication, compliance
management system, advanced helpdesk, feedback services, user dashboards, self-
reporting tools and revamped master data services.
This digital revolution has also opened up various opportunities and challenges for
corporates and professionals. Now a days, corporates are using technologies to
create new value in their business models, customer experiences, brand building and
internal capabilities that support their core operations. Regulators like NCLT, NCLAT,
income tax authorities, courts, appellant authorities etc. have also automated their
process and allowed the professionals and corporates for e-adjudication, online
hearing, e-filings etc. However, this has led the challenge before the professionals
to constantly learn new skills and upgrade their knowledge in accordance with the
latest technologies and standards.
Moreover, be it greater private participation in the space sector or reforms that aid
industries, faceless tax assessment platform or the National Digital Health Mission,
the coming years will see many such technology-based initiatives go from strength
to strength as we future-proof India’s growth trajectory from likely disruptions.
Artificial Intelligence (AI) has significantly reduced the repetitive and administrative
tasks, which still form part of the Company Secretary’s role. This does not mean that
future Company Secretaries would not need to continue to acquaint themselves
with these tasks, as there will always be tasks or problems specific to a company,
and Company Secretaries would only need to review the correctness or otherwise
of such documents. Further, AI has paved its way into the boardroom, it places the
Company Secretary in a unique and challenging position thereby ensuring that AI
has appropriate oversight and it operates within the ethical parameters.
Artificial Intelligence is also used in corporate governance, board decisions are
also based on the analysis of corporate patterns and industry trends. Data-driven
decisions supplemented with AI improve capital allocation, disbursement of funds,
investment guidance based on industry patterns, and risk management.
AI has transformed many areas in the business world and it is also transforming
Company Secretaries profession. Automation has created tremendous opportunities
for members which help them to deliver more value to their profession. Due to the
rapid progress in technologies, and due to multiple reasons for favouring this shift
like cost reduction, improved service delivery, enhanced process quality, speed, and
governance, Company Secretary should look it as a great opportunity to enhance
skills, performing job more efficiently and increasing adequacy through automation.
Some areas where AI can be useful for Company Secretaries are AI-Based Minutes
of Meeting making, AI based Marketing Analytics help Company Secretaries in
taking Informed Decisions, Fraud Detection and Risk Mitigation. The most important
reason for Company Secretaries to implement AI into their processes is to increase
security. Normal security systems like anti-viruses are no longer keeping up and
professionals are looking for the next best thing i.e. Artificial Intelligence. AI uses
machine learning, it also helps in analysing larger volumes of security data and
is also able to scale to the size of a company as it grows, this technology can aid
organizations in identifying: Fraudulent behaviour, Suspicious transactions, Potential
future attacks, Reducing Processing Times etc.
These changes will require new skill sets for the professionals. It is, therefore, highly
pertinent for Company Secretaries to train and skill themselves to grab opportunities
in this changing technological landscape. It is essential for Company Secretaries to
keep them abreast of the latest developments in information technology. Company
Secretaries need to adopt technology to automate their routine work like e-filings,
drafting etc., analysis of law, online convening of meeting etc. to grow their business
exponentially. This is absolutely important in today’s technologically-driven world.
To succeed in this age of technological advancement, Company Secretaries will
have to be receptive and accept an environment of continuous change. Whether
the advancement of technology impacts their day-to-day tasks or permeates into
boardroom or shareholder activities, Company Secretaries need to stay ahead of
the curve. Technologies are evolving, decisions are being made quickly, and sign-
offs are needed urgently, Company Secretaries will have to contend with this pace
of business and offer pragmatic yet innovative responses that lies within the ethical
parameters and meet the requirements of governance norms.
3. Multi-Disciplinary Firms
A firm which provides core professional service of a particular profession along with
the allied and ancillary service with equal competence under one roof is a multi-
disciplinary firm. It serves as a one stop or single window solutions or services to
potential clients. For example, company and corporate law is core knowledge for
Company Secretaries, however, they can acquire expertise in any other area like
audit, taxation, finance, accounting, insurance, legal, risk assessment and IPRs and
they may be in position to provide single window business solutions.
Keeping in view of the present needs of the corporate and multi-dimensional growth
of CS profession, there is a huge demand and scope for a multi-disciplinary firm,
where several services are provided under one roof. Clients always have a comfort
level in dealing with such firms. They are assured of timely and quality service since
even if one of the partner is not available for consultancy they can bank on the others.
Co-existence of experts drawn from different professions is a prelude to greater
capacity building and this factor could secure a stronger bond in a Multi-disciplinary
Firms.
Multi-disciplinary Firms are already taking shape in India, certain big firms are
already providing one stop services to the clients. With rising competition and
for better survival it is important for the professionals with multiple qualifications/
expertise to come together and take opportunities in the market.
Besides practical challenges of different guidelines by different professional bodies,
sufficient safeguards must be enacted in the law to create water-tight compartments
for protecting interests of individual professions. The multi-disciplinary firms can
only exist as partnerships, a multi-disciplinary company or any other business model
has not yet been permitted. To give effect to Multi-disciplinary Firms, respective
professional bodies will also require to make corresponding change to their rules
and regulations to safeguard the interest of its members.
Other challenges in the course of implementation may include, name and
description of the firm, paying or allowing any share, commission or brokerage in
the fees or profits to any partner, cost sharing, handling conflict of interest, dealing
with professional misconduct of a partner of the MDP. The most important issue
could be in exercising the jurisdiction with reference to disciplinary action and also
in terms of fixing up responsibility with reference to a particular professional among
the partners of an multi-disciplinary firm.
In Multi-disciplinary firm, the professional misconduct or other misconduct of each
partner will have to be tried by the corresponding professional body of which he is
a member and consequences should follow accordingly. There could be a problem
when there is passing of the buck from one professional to another professional of
different discipline. Similar issues may occur in the context of multi-disciplinary firm
in the initial stages of its evolution.
Professionals need to gear up for the challenges of multi-disciplinary firms. It is
inevitable for Professionals gearing up for Multi-disciplinary firms to understand
its basic requirements. One such requirement is to have adequate professional
manpower with multiple-skills, database management and good infrastructure.
Collective decision making on the other side is imperative to develop and adopt
robust systems, procedures and controls to deliver quality services, unanimity shall
be the rule on important policy decisions. Finally, up gradation of knowledge and
training of human resources is a must for enhancing the spectrum of services within
the ambit of its functioning.
6
Code of Conduct for Company

Secretaries
People forget how fast you did a job – but they

remember how well you did it.
- Howard Newton
1. Introduction
A Company Secretary as a Preferred Professional must adhere to the code of
conduct, ethics and moral values while delivering excellence to the stakeholders. It
is important to understand that professionals exhibit three essential characteristics:
a unique combination of knowledge and skills, a commitment to duty above self-
interest or personal gain, and self-regulation. A key expectation from the members
of self-governing professions is that they accept legal and ethical responsibility for
their work and hold the interest of the public and society as paramount. One of the
essential traits of a profession is to be subjected to strict code of conduct enshrining
rigorous ethical and moral obligations. In a self regulated regime, a Company
Secretary is looked upon by the regulators, as ethical and trustworthy professional
whose professional judgment and competence has made a mark in the corporate
sector.
2. Code of Conduct & Ethics

A Code of Conduct is a necessary component in any profession to maintain standards
for the individuals within that profession to adhere to. It brings about accountability,
responsibility and trust to the individuals whom the profession serves. One of the
distinguishing features of profession over business is that for a professional, there
exists a central controlling Institute which guides the conduct of its members such
that it is within the walls of ethical practices. A professional needs to constantly live
up to its values so that the clients, stakeholders, regulators, fellow professionals and
the public at large repose full trust in the profession.
Ethics amounts to fundamental moral attitudes, binding values and irrevocable
standards. “Ethics is relevant and useful to all individuals in a civil society but its
importance and significance is much more for the professionals because they are
expected to play a more meaningful and useful role for the benefit of the society
in discharging their social responsibility and accountability at a higher level as
compared to other sections of the society”.
CODE OF CONDUCT FOR COMPANY SECRETARIES 117
The observance of a strict Code of Conduct having legal sanction by the members
of the profession is a unique characteristic which meets the industry requirements.
Code of Conduct illustrates the high ethical and professional standards to reassure
various stakeholders of two conditions, namely, that any particular set of professional
services is being rendered not only by :-
(i) properly qualified or technically expert persons but also,
(ii) by persons whose professional standards merit the high degrees of
trustworthiness, typically required from professionals.
The value system ingrained in the profession of Company Secretaries is the essence
of ‘Brand CS’. The corporate world in which the professionals operate today has
become quite demanding and competitive with new regulatory prescriptions
adding emphasis on self-regulation. Adherence to the value system and Code of
Conduct in true letter and spirit is imperative for the success of any professional and
for commanding respect and confidence of the regulators, clients, colleagues and
other stakeholders. Adherence to the Code of Conduct coupled with high level of
integrity and ethical behaviour are the hallmark of quality of professional services.
The profession of Company Secretaries is not new, as it has more than five decades
of glorious existence. The Institute being alive to its responsibilities to the profession
and the professionals have always endeavoured to keep pace with the emerging
regulatory paradigm.
Company Secretaries are expected to conduct themselves in such a manner so as
to uphold the grace, dignity and professional standing of the Institute. The principles
which govern the conduct of the professionals broadly encompass:
(i) integrity
(ii) professional independence
(iii) professional competence
(iv) objectivity
(v) ethical behaviour
(vi) conformance to technical standards, if any, prescribed; and
(vii) confidentiality of information acquired in the course of professional work.
The Code of Conduct for the Company Secretary Professionals were formulated
after detailed consultative process. The codes is rooted in the principles of Dharma
stating positively what the profession stands for, what it expects from the members
and what it cherishes as valued ideals of the society. The code also negatively laid
down what constitutes a breach of the code in any given situation and the penal
consequences for any violation or misconduct.
The Company Secretaries Act, 1980 & the Company Secretaries Regulations, 1982
Under section 9 of the Company Secretaries Act, 1980, the Council of the Institute is
mandated to manage the affairs of the Institute and discharge the functions assigned
118 CODE OF CONDUCT FOR COMPANY SECRETARIES
to it under the Act. The Council has authority to exercise disciplinary powers by
instituting inquiry into the cases where it is prima facie of the opinion that a member is
guilty of professional or other misconduct. The Act governs the conduct of Company
Secretaries in India through Chapter V which deals with misconduct. Section 21 of the
Act and Regulations 15, 16, 17, 18 & 19 of the Company Secretaries Regulations, 1982
lays down the procedure to be followed in an enquiry to know that for the purpose
of disciplinary proceedings, ‘member of the Institute’ includes a person who was a
member of the Institute on the date of the alleged misconduct although he has ceased
to be a member at the time of enquiry.
There have been various amendments carried out to the Act and also to the First
and the Second Schedules of the Act which encompass in detail, various instances
of professional misconduct on the part of the members of the Institute in practice
as well as in service.
The law in respect of matters of misconduct has been provided in Chapter V of
the Act read with the First and the Second Schedule of the Act. The procedures
to deal with the Misconduct cases are specified under the Company Secretaries
(Procedure of Investigations of Professional and Other Misconduct and Conduct of
Cases) Rules, 2007.
In terms of provisions of the Act, professional misconduct in relation to members of
the Institute is broadly structured as under:
(a) Professional misconduct in relation to Company Secretaries in Practice (Part I
of the First Schedule containing 11 clauses)
(b) Professional misconduct in relation to members of the Institute in service (Part
II of the First Schedule containing two clauses)
(c) Professional misconduct in relation to members of the Institute generally (Part
III of the First Schedule containing three clauses)
(d) Other misconduct in relation to members of the Institute generally (Part IV of
the First Schedule containing two clauses)
(e) Professional misconduct in relation to Company Secretaries in Practice (Part I
of the Second Schedule containing ten clauses)
(f ) Professional misconduct in relation to members of the Institute generally (Part
II of the Second Schedule containing four clauses)
(g) Other misconduct in relation to members of the Institute generally (Part III of
the Second Schedule containing one clause)
The detailed provisions relating to misconduct and disciplinary mechanism are
contained in Sections 21, 21A, 21B, 21C, 21D & 22A, 22B, 22C, 22D,& 22E and the
First and the Second Schedules to the Act and the Rules.
Text of the Schedules is placed as Annexure-I to this Chapter.

3. Definition of Professional Misconduct or Other Misconduct

The expression “professional or other misconduct” has been defined under section 22
of the Act. It is deemed to include any act or omission provided in any of the Schedules,
but nothing in the referred section shall be construed to limit or abridge in any way,
the power conferred or duty cast on the Director (Discipline) under sub-section (1) of
section 21 to inquire into the conduct of any member of the Institute under any other
circumstances.
Other Misconduct
The Supreme Court in Council of the Institute of Chartered Accountants of India
and Another v. B. Mukherjee [1957 AIR 72 1958 SCR 371], after examining the nature,
scope and extent of the disciplinary jurisdiction under the provisions of the Chartered
Accountants Act, 1949 (which contains provisions analogous to those in the Company
Secretaries Act, 1980), observed as follows:- “We therefore, take the view that, if a
member of the Institute is found, prima facie, guilty of conduct, which, in the opinion
of the Council renders him unfit to be a member of the Institute, even though such
conduct may not attract any of the provision of the Schedules, it would still be open to
the Council to hold an enquiry against the member in respect of such conduct and a
finding against him, in such an enquiry, would justify appropriate action being taken by
the High Court.”
The following can be cited as illustrative examples of “other misconduct”:
i. where a Company Secretary retains the records, books of account and
documents of the client and fails to return to the client on request without a
reasonable cause;
ii. where a Company Secretary makes a material misrepresentation;
iii. where a Company Secretary uses the services of his apprentice(s) for purposes
other than professional practice;
iv. conviction by a competent court of law;
v. wrong publicity causing damage to the clients;
vi. where in the opinion of the Council member brings disrepute to the profession
or the Institute as a result of his action whether or not related to his profession;
vii. member is held guilty by any civil or criminal court for an offence which is
punishable with imprisonment for a term not exceeding six months;
viii. furnishing false declaration to the institute or any regulator; and
ix. non-compliance with Guidelines issued by the Council of the Institute.
The question what constitutes misconduct also came up for consideration before the
Hon’ble Supreme Court of India in the case of N. G. Dastane v. Shrikant S. Shivade &
Anr. [AIR (2001) SC 2028]. This case was in the context of sub-section (1) of section
35 of the Advocates Act, 1961.
The said provision is extracted herein below:-

“Where on receipt of a complaint or otherwise a State Bar Council has reason
to believe that any Advocate on its roll has been guilty of professional or other
misconduct, it shall refer the case for disposal to its disciplinary committee.”
The Hon’ble Supreme Court of India observed in Paras 16 and 17 of the judgement
as under:-
“The collocation of the words “guilty of professional or other misconduct” has been
used for the purpose of conferring power on the Disciplinary Committee of the State
Bar Council. It is for equipping the Bar Council with the binocular as well as whip to
be on the qui vive for tracing out delinquent Advocates who transgress the norms or
standards expected of them in the discharge of their professional duties. The central
function of the legal profession is to help promotion of administration of justice. Any
misdemeanour or misdeed or misbehaviour can become an act of delinquency, if it
infringes such norms or standards and it can be regarded as misconduct.
In Black’s Law Dictionary “misconduct “ is defined as a “transgression of some
established and definite rule of action, a forbidden act, a dereliction from duty, unlawful
behaviour, its synonyms are misdemeanour, misdeed, misbehaviour, delinquency,
impropriety, mismanagement, offence, but not negligence or carelessness.”
In the aforesaid case, the Hon’ble Supreme Court quoted the following passage from the
observations of Privy Council in George Frier Grahame v. Attorney General [AIR 1936, PC,
224]. “Misconduct envisaged in Section 35 of the Advocates Act is not defined. The section
uses the expression “misconduct, professional or otherwise.” The word “misconduct” is
relative term. It has to be considered to the subject–matter and the context wherein such
term occurs. It literally means wrong conduct or improper conduct.”
Procedure in enquiries relating to misconduct of members of the Institute

Section 21, 21A, 21B, 21C, 21D, 22, 22A, 22B, 22C, 22D & 22E of the Act and the
Rules lay down the procedure to be followed in an enquiry. It is essential to know
that for the purposes of disciplinary proceedings, ‘member of the Institute’ includes
a person who was a member of the Institute on the date of alleged misconduct
although he has ceased to be a member at the time of the enquiry.
Consequences of Misconduct and Appeals
According to Section 21 of the Act, on receipt of any information or complaint along
with the prescribed fee, the Director (Discipline) shall arrive at a prima facie opinion
on the occurrence of the alleged misconduct. Where the Director (Discipline) is
of the opinion that a member is guilty of any professional or other misconduct
mentioned in the First Schedule, he shall place the matter before the Board of
Discipline and where the Director (Discipline) is of the opinion that a member is
guilty of any professional or other misconduct mentioned in the Second Schedule or
in both the Schedules, he shall place the matter before the Disciplinary Committee.
Complaint /information
received: Director
(Discipline) shall form
prima facie opinion
Guilty of any professional or Guilty of any professional or

other misconduct pertains other misconduct pertains to
to First Schedule: it shall be Second Schedule or both
placed before Board of Schedules: it shall be placed
Discipline before Disciplinary Committee
The Board of Discipline pursuant to Section 21A of the Act, follows summary disposal
procedure in dealing with all the cases before it. Where the Board of Discipline is of
the opinion that a member is guilty of a professional or other misconduct mentioned
in the First Schedule, it gives the member an opportunity of being heard before
making any order against him and may thereafter take any one or more of the
following actions, namely:—
(a) reprimand the member;
(b) remove the name of the member from the Register up to a period of three months;
(c) impose such fine as it may think fit which may extend to Rs. One lakh.
The Disciplinary Committee under Section 21B of the Act, while considering the cases
placed before it, follows procedure as have been prescribed by the Rules. Where the
Disciplinary Committee is of the opinion that a member is guilty of a professional or other
misconduct mentioned in the Second Schedule or both the First Schedule and the Second
Schedule, it gives to the member an opportunity of being heard before making any order
against him and may thereafter take any one or more of the following actions, namely:—
(a) reprimand the member;
(b) remove the name of the member from the Register permanently or for such
period, as it thinks fit;
(c) impose such fine as it may think fit, which may extend to Rs. Five lakh.
The Act contains provisions for appeals by a member aggrieved by any order of the
Board of Discipline or the Disciplinary Committee imposing penalties for professional
misconduct. Section 22E of the Act provides that a member aggrieved by any order
of the Board of Discipline or the Disciplinary Committee, may prefer an appeal to the
Appellate Authority constituted under the provisions of section 22A of the Act, within
ninety days from the date on which the order is communicated to him.
The Appellate Authority may, after calling for the records of any case, revise any
order made by the Board of Discipline or the Disciplinary Committee under sub-
section (3) of section 21A and sub-section (3) of section 21B and may —
(a) confirm, modify or set aside the order;
(b) impose any penalty or set aside, reduce, or enhance the penalty imposed by
the order;
(c) remit the case to the Board of Discipline or Disciplinary Committee for such
further enquiry as the Appellate Authority considers proper in the circumstances
of the case; or
(d) pass such other order as the Authority thinks fit:
The Appellate Authority gives an opportunity of being heard to the parties concerned
before passing any order.
Sec 21A- Where the Sec 21B- Where the Sec 22E- A member
Board of Discipline is of Disciplinary Committee is of aggrived by an order of the
opinion that a member is opinion that a member Board of Discipline or
guilty under First is guilty under Second Disciplinary Committee
Schedule, after giving Schedule or both may prefer an appeal to the
opportunity of being Schedules, after giving Appellate Authority
heard may take one or opportunity of being heard within ninety days from the
more of the following may take one or more of the date of communication of
actions: following actions: the order. The Appellate
Authority may:
Reprimand the member Reprimand the member confirm, modify or set

aside the order
Remove the name of the Remove the name of the impose/setaside/reduce/

member from the Register member from the Register enhance the penalty
up to a period of 3 months permanently or
for a period as it may think fit
impose fine upto impose fine upto Rs. 5 Lacs remit the case to BoD or DC
Rs. 1 Lacs
Pass such other order as it

may think fit
As a Preferred Professional, a Company Secretary is duty bound towards delivering

quality service to its clients while maintaining highest standards of professional ethics,
moral values and adherence to the code of conduct of the institute in its true letter and
spirit. Any failure or lapse on the part of the Company Secretary may attract penalty both
under the relevant law as well as under the Act for professional or other misconduct.
Under section 9 of the Act, the Council of the Institute is the Competent Authority for the
management of the affairs of the Institute and discharging the functions assigned to it
by or under the Act. The Council, inter alia, has authority to exercise disciplinary powers
by instituting inquiry through Director (Discipline) into cases where it is prima facie of
the opinion that a member is guilty of professional or other misconduct.
4. Recent Changes
The Company Secretaries Act, 1980 has been amended recently by The Chartered
Accountants, The Cost and Work Accountants and the Company Secretaries
(Amendment) Act, 2022 (Amendment Act). The Amendment Act received the assent
of the President of India on 18th April, 2022, pending notification on commencement
date for respective provisions. Central Government notified sections 92, 96, 97, 98 &
99 (pertaining to the CS Profession) of the Amendment Act on 10th May, 2022 thereby
bringing amendment to Sections 21C, 24, 25, 26 & 27 of the Company Secretaries Act,
1980. There are several amendments pertaining to the Disciplinary mechanism which
are yet to be notified. It changes the disciplinary mechanism under the three Professional
Institutions and specifies timelines for disciplinary proceedings. It also provides more
external representation on the Board of Discipline and Disciplinary Committee.
Objectives of the Amended Act
The objectives of the Amended Act mainly focuses on the disciplinary mechanism
as under:
(i) to strengthen the disciplinary mechanism;
(ii) to fixation of timelines for various disciplinary processes;
(iii) to address conflict of interest between the administrative and disciplinary arms
of the Institute;
(iv) to provide for a separate chapter on registration of firms with the respective
Institutes and include firms under the purview of the disciplinary mechanism;
(v) to enhance accountability and transparency by providing for audit of accounts
of the Institutes by panel of auditors maintained by the Comptroller and Auditor-
General of India;
(vi) to provide for autonomy to the Council of the respective Institutes to fix various fees.
Key features of the Amended Act (Provisions relating to Disciplinary mechanism
are yet to be notified)
a. Registration of Members
The Amendment Act substitutes the word “Register” with the word “Register of
members” and empowers the Council of the respective Institutes to decide fee
required for entry of names in the Register of members or as a Fellow member and
to dispense with the condition of prior approval of Central Government to determine
such fees.
b. Registration of Firms
The Amendment Act states that firms must also be registered with the Institute
by making an application to the Council of the Institute by any partner or owner
of a firm, in such manner and subject to such terms and conditions as may be
prescribed. The Council must maintain a register of firms containing details such
as pendency of any actionable complaint or imposition of penalty against the firms.
c. Constitution of Disciplinary Directorate for time-bound investigations
The Amendment Act provides that the respective Councils of the three Institutes
under the Act would be required to constitute a Disciplinary Directorate, headed by
Director (Discipline), who is an officer of the Institute. Each Directorate must also
include at least two Joint Directors, for making investigations either suo motu, or on
receipt of an information or a complaint in such form, along with such fees as may
be specified.
The Director (Discipline) must decide whether a complaint is actionable within
30 days of receiving such a complaint. If the complaint is actionable, the Director
must submit a preliminary examination report to the Board or the Committee
(as the case may be) within 30 days. The status of actionable information and
complaints pending before the Disciplinary Directorate, Boards of Discipline and
Disciplinary Committees and the orders passed by the Boards of Discipline under
section 21A and by the Disciplinary Committees under section 21B shall be made
available in the public domain by the Disciplinary Directorate in such manner as
may be prescribed.
d. Constitution of Board of Discipline
The Council has been empowered to constitute a one or more Board of Discipline,
members of the Board shall include:
1. Presiding officer (having experience in law and knowledge of disciplinary
matters and profession) to be nominated by the Central Government as its
Presiding Officer, from out of a panel of persons prepared and provided by the
Council, in such manner as may be prescribed;
2. one member, who is a person of eminence having experience in the field of
law, economics, business, finance or accountancy and not being a member of
the Institute, to be nominated by the Central Government from out of a panel
of persons prepared and provided by the Council, in such manner as may be
prescribed;
3. one member to be nominated by the Council from out of a panel of members
of the Institute to be prepared by the Council, in such manner as may be
prescribed;
4. an officer of the Institute not below the rank of a Deputy Secretary shall function
as the Secretary of the Board of Discipline:
The Board of Discipline is expected to conclude its inquiry within ninety days of the
receipt of preliminary examination report from the Director (Discipline).
e. Constitution of Disciplinary Committee

The Council shall, by notification, constitute one or more Disciplinary Committees,
each consisting of—
(a) a person, not being a member of the Institute, with experience in the field of
law and having knowledge of disciplinary matters and the profession, to be
nominated by the Central Government as its Presiding Officer, from out of a
panel of persons prepared and provided by the Council in such manner as may
be prescribed;
(b) two members, who are persons of eminence having experience in the field of
law, economics, business, finance or accountancy and not being a member of
the Institute, to be nominated by the Central Government from out of a panel
of persons prepared and provided by the Council in such manner as may be
prescribed;
(c) two members to be nominated by the Council from out of a panel of members
of the Institute to be prepared by the Council in such manner as may be
prescribed:
The Presiding Officer nominated under clause (a) and the members nominated
under clause (b) may be the same for different Disciplinary Committees constituted
under this sub-section.
The Disciplinary Committee is expected to conclude its inquiry within one hundred
and eighty days of receipt of the preliminary examination report from the Director
(Discipline).
f. Increase in the Penalty

The Amendment Act has enhanced the maximum amount of fine to Rs. 10 lakh.
The Board of Discipline and the Disciplinary Committee may take certain actions
against the firm as well under specified circumstances, where the partner or owner
of a firm is repeatedly found guilty of misconduct during the last five years. The
actions by Board of Discipline under the amended section 21A may take any of the
following actions:
(a) prohibit the firm from undertaking any activity or activities relating to the
profession of a company secretary in practice for such period not exceeding
one year; or
(b) impose such fine as it may think fit, which may extend to twenty-five lakh
rupees.
The actions by the Disciplinary Committee under the amended section 21B may
take any of the following actions:
(a) prohibit the firm from undertaking any activity or activities relating to the profession
of a Company Secretary in practice for such period not exceeding two years; or
(b) suspend or cancel the registration of the firm and remove its name from the
Register of firms permanently or for such period as it may think fit; or
(c) impose such fine as it may think fit, which may extend to fifty lakh rupee
Annexure-I
Professional misconduct in relation to members of the Institute is broadly
categorized as below:
A) Professional misconduct in relation to Company Secretaries in

Practice (Part I of the First Schedule containing 11 clauses)
A Company Secretary in Practice shall be deemed to be guilty of professional
misconduct, if he–
(1) allows any person to practice in his name as a Company Secretary unless
such person is also a Company Secretary in practice and is in partnership
with or employed by him;
(2) pays or allows or agrees to pay or allow, directly or indirectly, any share,
commission or brokerage in the fees or profits of his professional business,
to any person other than a member of the Institute or a partner or a retired
partner or the legal representative of a deceased partner, or a member
of any other professional body or with such other persons having such
qualifications as may be prescribed for the purpose of rendering such
professional services from time to time in or outside India.
Explanation. – In this item, “partner” includes a person residing outside India
with whom a Company Secretary in practice has entered into partnership
which is not in contravention of item (4) of this Part;
(3) accepts or agrees to accept any part of the profits of the professional work
of a person who is not a member of the Institute:
Provided that nothing herein contained shall be construed as prohibiting
a member from entering into profit sharing or other similar arrangements,
including receiving any share commission or brokerage in the fees, with a
member of such professional body or other person having qualifications, as
is referred to in item (2) of this part;
(4) enters into partnership, in or outside India, with any person other than a
Company Secretary in practice or such other person who is a member of
any other professional body having such qualifications as may be prescribed,

including a resident but for his residence abroad would be entitled to be
registered as a member under clause (e) of sub-section (1) of section 4
or whose qualifications are recognized by the Central Government or the
Council for the purpose of permitting such partnerships;
(5) secures, either through the services of a person who is not an employee of
such Company Secretary or who is not his partner or by means which are
not open to a Company Secretary, any professional business:
Provided that nothing herein contained shall be construed as prohibiting any
arrangement permitted in terms of items (2), (3) and (4) of this Part;
(6) solicits clients or professional work, either directly or indirectly, by circular,
advertisement, personal communication or interview or by any other means:
Provided that nothing herein contained shall be construed as preventing or
prohibiting–
(i) any Company Secretary from applying or requesting for or inviting or
securing professional work from another Company Secretary in Practice; or
(ii) a member from responding to tenders or enquiries issued by various
users of professional services or organizations from time to time and
securing professional work as a consequence;
(7) advertises his professional attainments or services, or uses any designation
or expressions other than Company Secretary on professional documents,
visiting cards, letterheads or sign boards, unless it be a degree of a University
established by law in India or recognized by the Central Government or a title
indicating membership of the Institute of Company Secretaries of India or of
any other institution that has been recognized by the Central Government or
may be recognized by the Council:
Provided that a member in practice may advertise through a write up setting
out the services provided by him or his firm and particulars of his firm subject
to such guidelines as may be issued by the Council;
(8) accepts a position as a Company Secretary in practice previously held by
another Company Secretary in practice without first communicating with
him in writing;
(9) charges or offers to charge, accepts or offers to accept, in respect of any
professional employment, fees which are based on a percentage of profits
or which are contingent upon the findings, or result of such employment,
except as permitted under any regulation made under this Act;
(10) engages in any business or occupation other than the profession of Company
Secretary unless permitted by the Council so to engage:
Provided that nothing contained herein shall disentitle a Company Secretary

from being a director of a company except as provided in the Companies
Act, 2013;
(11) allows a person not being a member of the Institute in practice, or a member
not being his partner to sign on his behalf or on behalf of his firm, anything
which he is required to certify as a Company Secretary, or any other
statements relating thereto.
B) Professional misconduct in relation to members of the Institute in

service (Part II of the First Schedule containing two clauses)
A member of the Institute (other than a member in practice) shall be deemed to
be guilty of professional misconduct, if he, being an employee of any company,
firm or person–
(1) pays or allows or agrees to pay, directly or indirectly, to any person any share
in the emoluments of the employment undertaken by him;
(2) accepts or agrees to accept any part of fees, profits or gains from a lawyer, a
Company Secretary or broker engaged by such company, firm or person or
agent or customer of such company, firm or person by way of commission or
gratification.
C) Professional misconduct in relation to members of the Institute

generally (Part III of the First Schedule containing three clauses)
A member of the Institute, whether in practice or not, shall be deemed to be guilty
of professional misconduct, if he –
(1) not being a Fellow of the Institute, acts as a Fellow of the Institute;
(2) does not supply the information called for, or does not comply with the
requirements asked for, by the Institute, Council or any of its Committees,
Director (Discipline), Board of Discipline, Disciplinary Committee, Quality
Review Board or the Appellate Authority;
(3) while inviting professional work from another Company Secretary or while
responding to tenders or enquiries or while advertising through a write up, or
anything as provided for in items (6) and (7) of Part I of this Schedule, gives
information knowing it to be false.
D) Other misconduct in relation to members of the Institute generally

(Part IV of the First Schedule containing two clauses)
of other misconduct, if –
(1) he is held guilty by any civil or criminal court for an offence which is
punishable with imprisonment for a term not exceeding six months;
(2) in the opinion of the Council, he brings disrepute to the profession or the
institute as a result of his action whether or not related to his professional
work.]
E) Professional misconduct in relation to Company Secretaries in

Practice (Part I of the Second Schedule containing ten clauses)
A Company Secretary in practice shall be deemed to be guilty of professional
misconduct, if he—
(1) discloses information acquired in the course of his professional engagement
to any person other than his client so engaging him, without the consent
of his client, or otherwise than as required by any law for the time being in
force;
(2) certifies or submits in his name, or in the name of his firm, a report of an
examination of the matters relating to company secretarial practice and
related statements unless the examination of such statements has been
made by him or by a partner or an employee in his firm or by another
Company Secretary in practice;
(3) permits his name or the name of his firm to be used in connection with any
report or statement contingent upon future transactions in a manner which
may lead to the belief that he vouches for the accuracy of the forecast;
(4) expresses his opinion on any report or statement given to any business or
enterprise in which he, his firm, or a partner in his firm has a substantial
interest;
(5) fails to disclose a material fact known to him in his report or statement but the
disclosure of which is necessary in making such report or statement, where
he is concerned with such report or statement in a professional capacity;
(6) fails to report a material mis-statement known to him and with which he is
concerned in a professional capacity;
(7) does not exercise due diligence, or is grossly negligent in the conduct of his
professional duties;
(8) fails to obtain sufficient information which is necessary for expression of an
opinion or its exceptions are sufficiently material to negate the expression of
an opinion;
(9) fails to invite attention to any material departure from the generally accepted
procedure relating to the secretarial practice;
(10) fails to keep moneys of his client other than fees or remuneration or money
meant to be expended in a separate banking account or to use such moneys
for purposes for which they are intended within a reasonable time.
F) Professional misconduct in relation to members of the Institute

generally (Part II of the Second Schedule containing four clauses)
of professional misconduct, if he—
(1) contravenes any of the provisions of this Act or the regulations made
thereunder or any guidelines issued by the Council;
(2) being an employee of any company, firm or person, discloses confidential
information acquired in the course of his employment, except as and when
required by any law for the time being in force or except as permitted by the
employer;
(3) includes in any information, statement, return or form to be submitted to the
Institute, Council or any of its Committees, Director (Discipline), Board of
Discipline, Disciplinary Committee, Quality Review Board or the Appellate
Authority any particulars knowing them to be false;
(4) defalcates or embezzles moneys received in his professional capacity.
G) Other misconduct in relation to members of the Institute generally

(Part III of the Second Schedule containing one clause)
of other misconduct, if he is held guilty by any civil or criminal court for an offence
which is punishable with imprisonment for a term exceeding six months.
7
Way Forward for the Profession
In today’s world, the role of the Corporate

Secretary has no one meaning and covers a
multitude of tasks and responsibilities. That
said, the role lies at the heart of the governance
systems of companies and is receiving ever
great focus.”
– David Jackson,
Corporate Secretary, BP plc
1. Introduction
The present day competitive environment brings new scope for Professionals in
every field of knowledge. The role of Professionals in the corporate sector has
always contributed positively towards the development of the business / industry,
promoted social welfare and public good. With more and more companies being
set-up every day, the need for specialized professionals to take care of company’s
affairs is also growing. This is where a Company Secretary fits in. The role of the
Company Secretary, carries with it very considerable responsibilities and can be
influential in determining the course and success of the company.
Continuous dynamic process of formulating strategies, policies and implementation
cannot be imagined without involvement of professionals in Self Reliant India. There
are extraordinary opportunities and tremendous scope available for growth in the
corporate sector. A Company Secretary possesses an exceptional mix of aptitudes
and attributes in upholding high standards of governance in the corporate sector.
The expectations from the Company Secretaries have substantially increased
in recent years. Due to the multi-dimensional nature of the job and enormous
responsibilities involved, a Company Secretary has to be extremely organised
and disciplined. A thorough knowledge and understanding of diverse subjects is
necessary. A good command over English, ability to comprehend, analyse complex
and technical issues and exercise of the functions with tact and intelligence is
required from a Company Secretary in the current business environment.
132 WAY FORWARD FOR THE PROFESSION
The year 2022 marks the 75th year of Indian Independence – a landmark year
to not only reminisce the road travelled, but a year to visualize, contemplate
and ponder over the road lying ahead. As a founding member of the Corporate
Secretaries International Association (CSIA) and as a torchbearer of the best
practices in governance, it would not be an exaggeration to say that the ambit of the
professional responsibilities of Company Secretaries are expanding exponentially.
The growing recognitions are enough to prove this aspect.
The process of comprehensive economic cooperation that India is initiating has
also set in motion mutual recognition agreements between the ICSI and Institutes
in other countries thereby enhancing the professional ambit. This is opening up the
world to Company Secretaries. Many Company Secretaries are already working in
countries like the US, Canada, UK, Singapore, Malaysia, Thailand, Australia, New
Zealand, Middle‐east, Africa, etc. owing to their research and legal bent of mind,
managerial capabilities and analytical skills.
The opportunities for Company Secretaries will continue to grow with increasing
expectations of the Corporates and the Regulators. With the modern business
complexities, the role of the Company Secretary has been extended not only as a KMP
and Compliance Officer but with many varied newer areas of specialization such as
MSMEs & Start-ups, GST, Valuation, Internal Audit, IPR, Mediation & Arbitration, Foreign
collaboration and Joint venture, CSR and Sustainability, Risk Management and so on.
Going forward, Company Secretaries need to focus extensively on Start-ups,
MSMEs, ADR, ESG and Co-operatives, etc. without undermining the traditional
sectors of the economy. The Institute is also venturing into newer areas viz. opening
of International ADR Centre, introduction of Social Audit which will further widen
the scope of the profession of Company Secretaries.
2. Marching Ahead
(i) ICSI New Syllabus 2022

The ICSI periodically reviews its scheme of education and training to remain in
tandem with economic, technological, educational and other developments at the
national and global level. It is essential with a view to equip the new Company
Secretaries to surmount the soaring professional challenges.
The ICSI New Syllabus, 2022 focuses on the core service areas of the Company
Secretary profession and to supplement the core areas it has laid due emphasis
on ancillary aspects and other technical skills. The New Syllabus, 2022 has made
sincere endeavours in ensuring smooth transition of students into governance
professionals, corporate managers / corporate advisors.
New Syllabus, has given the opportunity to not only relook the needs of the students
but to align ourselves with the New Education Policy 2020 of the Government and
serve the transitional needs of the India Inc. in our unique way.
WAY FORWARD FOR THE PROFESSION 133
The ICSI New Syllabus 2022 has embraced the crucial attributes of meeting Industry
Expectations, Skill Based, Multi / Interdisciplinary, Futuristic and Practical Approach.
The New Syllabus has covered the emerging areas concerning the CS profession
such as Data Governance, Data Analytics, ESG, ESG Ratings, Social Stock Exchange,
Sustainability Audit, Social Audit, Alternative Dispute Resolution, etc.
The New Syllabus will enable the new Company Secretaries entering the professional
arena to provide better, effective and efficient services in diverse areas of operations
be it employment or practice. New Syllabus will equip the Company Secretaries
with the latest know-how at professional front to remain ahead in the competition.
(ii) ICSI International ADR Centre
The Institute has incorporated ICSI International ADR Centre, a Section 8 company,
at Hyderabad for empanelment of arbitrators, conducting training and to assist in the
conduct of arbitral proceedings. ICSI International ADR Centre is aimed at providing
the best Arbitrators to resolve Commercial Disputes speedily and effectively by
providing Training and Empanelment of Arbitrators.
Services which are proposed to be provided are:
• Appointment of Arbitrator(s) / Presiding Arbitrator
• Empanelment of Arbitrators
• Conducting training programs on Commercial Arbitration & Conciliation
• Providing space for conducting arbitration
• Providing Secretarial Assistance
• Any other service incidental to conduct of Arbitration Proceedings
• Promoting arbitration through educational activities
• Providing necessary Infrastructure and Intellectual Resources
A multi-city and hopefully multi-nation project, the ICSI International ADR Centre
has been incorporated with an intent to create a conducive ecosystem – one which
aids the existing judicial structure, helps in the de-clogging of the courts and
provides speedier justice. Institute hope to take this initiative across the various
cities possessing good infrastructural facilities. The ICSI International ADR Centre is
an attempt to support the nation’s judicial ecosystem thus strengthening the overall
governance ecosystem.
(iii) ICSI Institute of Social Auditors (ICSI-ISA)
The Institute has incorporated ICSI Institute of Social Auditors (ICSI-ISA), a Section
8 company to act as Self-Regulatory Organization as prescribed in Clause (f ) of
Regulation 292A of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, for empanelment of Social Auditors (SAs), to lay down standards
of professional conduct for registered SAs and for monitoring their performance, to
safeguard the rights and privileges of SAs.
Objectives:
(a) To register SAs on fulfilling the prescribed requirements.
(b) To lay down criteria/ norms for empanelment of SAs, categorization of SAs into
various categories on fulfilment of required criteria/ norms including but not
limited to number of qualified social auditors in the firm, relevant experience,
etc.
(c) To lay down standards of professional conduct for registered SAs and monitoring
their performance.
(d) To safeguard the rights and privileges of SAs who are its members.
(e) To co-ordinate and support the National Institute of Securities Markets (NISM),
SEBI and Stock Exchanges for implementation and functioning of Social Stock
Exchanges.
Measures to achieve Objectives:
(a) Impart training and provide education in the fields of law relating to Social
Auditor in India and in foreign jurisdictions
(b) Framing of Rules and Regulations and Bye-laws for the conduct of Social Audit
and fixation of fees and charges
(c) Providing services related to consultancy, research and publication in the field
of laws relating to Social Audit
(d) Developing strategic plans for training, and knowledge updation of the members
regarding Social Audit
The ICSI is also in process of formulating its Social Auditing Standards with a view to
enable the members in taking-up the emerging opportunities in the Social Sector in
India such as emergence of Social Enterprises, Socially Responsible Investing (SRI),
Impact Investing, Social Stock Exchange, Social Audit, Social impact assessment,
etc.
(iv) Startup and MSME Catalyst
Startups have a unique role to play in altering the economic dynamics of the country
– contributing significantly to the nation’s GDP. The Aatmanirbhar Bharat initiative
of the Government of India has lent further impetus to the MSMEs. The Institute
of Company Secretaries of India has started a unique initiative under the aegis of
‘Start-up & MSME (SUM) Catalyst’ to guide Startups and MSMEs at every step.
Under the initiative, apart from providing professional help to Startups and MSMEs
emphasis shall also be laid on enhancing the capacity and capabilities of the
professionals. Company Secretaries can extend support in almost all arenas of
Start-ups like registration, accounting, tax and finance, investment / fund raising
and legal compliance. Going forward, while extending all the necessary guidance to
Startups and new business ventures, the Start-up & MSME Catalyst initiative shall
not only supplement the expansion these enterprises but also raise the benchmarks
of corporate governance.
(v) ICSI Overseas Centres

The Institute has marched ahead and has crossed national boundaries, reaffirming
commitment to its Vision statement. Aligning with its Vision “To be a global
leader in promoting good Corporate Governance”, the ICSI has made headway in
growing its global footprint by setting-up ICSI Overseas Centres in UAE, USA, UK,
Singapore, Australia and Canada, which are actively engaged in organizing capacity
building programmes and exploring professional opportunities for members of the
ICSI diaspora. ICSI Overseas Centre augment professional opportunities for ICSI
members and facilitate students.
UAE
USA
Overseas Centres
United Kingdom
Singapore
Australia
Canada
The ICSI Overseas Centres perform the following functions:

i. To explore the professional opportunities and placement opportunities in that
country or in any other jurisdiction in the manner suggested by the Institute
from time to time.
ii. To explore accreditation and reciprocal exemption with relevant Organisation/
University/ Institute in that country.
iii. To promote and develop the profession in the respective country.
iv. To organise the programme independently as well as in collaboration with
similar reputed professional bodies/ organisations.
v. To guide the students in the matters of registration, tuition, education, capacity
building, professional development or any other activity of similar nature.
vi. To facilitate imparting practical training to ICSI student in the respective country.
vii. To facilitate the Institute in conducting the examinations in respective country

against reimbursement of actual costs/ expenses.
viii. To make representation to the Council on matters of professional interest in that
country and offer suggestions for enhancing the profession in that country.
ix. To exchange views on professional matters with members of similar Institutes
or professional bodies in the respective country.
The ICSI’s growing global footprint is evidence of the incessant journey towards
realizing its Vision and Mission. With the largest membership and student base
of Company Secretaries in the world, ICSI is playing a seminal role in the global
Corporate Governance arena.
The setting-up of the ICSI Overseas Centres helps in further strengthening the
global outreach of the profession along with tapping all opportunities to nurture,
grow and sustain two-way flow of knowledge and professional potential.
The career opportunities after completing the CS Course are endless in India and
abroad. There are Company Secretaries dealing with foreign clients on a daily
basis. Some are even operating in various companies outside India. Thousands of
Company Secretaries are working in different countries like UK, Singapore, Australia,
Canada, Thailand, Malaysia, New-Zealand, etc. The expansion of boundaries shall
definitely open new doors of opportunities for the Company Secretaries and spread
the essence of good governance.
3. Way Forward
Company Secretary profession is moving into an era of specialisation and there is a
need to upskill constantly by embracing technology and exploring new opportunities
opening up for the profession.
The Fourth Industrial Revolution is transforming the global innovation and production
systems. The future depends heavily on our individual and collective capacities to use
the rapidly emerging technologies such as AI, Blockchain etc. Developing nations
like India have a unique opportunity to spring to the next levels of development by
investing in the right skills and innovation frameworks and preparing for the future.
‘Technology, Data and Innovation’ are the key enablers and drivers of growth and
the pandemic has only further manifested their importance worldwide. A few years
from now, we will witness AI becoming larger than the internet revolution. AI has an
unprecedented potential of disruption, the impact of which is far beyond our imagination.
It is critical to embrace the world of new technologies in the CS profession.
Albert Einstein had said that, “It has become appallingly obvious that our technology
has exceeded our humanity.” And we are all aware of the veracity of this statement
and Company Secretaries are no exception to it. We have to accept and adopt
the technologies to enhance our performance. We also cannot deny the fact that the
intellectual work of Company Secretary can never be replaced by machines.
The future holds even more for Company Secretaries. The Joint Parliamentary
Committee has placed its report before the Parliament on the Personal Data
Protection Bill, 2019 on 16th December 2021. This report, amongst other things,
has recommended that in respect of companies, the ‘Key Managerial Personnel’
which include Company Secretaries be added to the definition of ‘Data Protection
Officer.’ Though the Government has withdrew the Bill from Lok Sabha in August,
2022 considering the amendments and recommendations proposed by the Joint
Parliamentary Committee and to present a new Bill that fits into the comprehensive
legal framework, however, it would not be out of place to say that Practising Company
Secretaries are expected to play a role in the field of designing data protection
policies, data protection audits, and data impact assessments.
It is absolutely demanding and necessary for today’s Company Secretary to become
multi-skilled and multifaceted professionals to be ready to undertake newer areas
of practice. Company Secretaries need to have an open mindset to cultivate the
habit of continuous learning, to accept the challenges and to use the opportunities
to create stronger, and more resilient organizations. Dr. A. P. J. Abdul Kalam has said,
“Knowledge is a tangible asset, quite often the most important tool in your work.”
Company Secretaries need to learn the art of ‘learning’ and‘re-learning’. They will
have to keep reinventing themselves. In the fast-changing world of knowledge
economy, it will be necessary to learn new skills continuously. They will be Future-
Ready only if they are Change-Ready.
Company Secretaries need to adapt to changes happening around the globe and
explore new opportunities that looks attractive and exciting. We are in a period of
rapid change and in the next few years, the role of professionals will be to keep
pace with the gradual digitization of clients and help them navigate technologies,
systems and data digitisation.
Company Secretaries have already proven themselves as preferred professionals
with their sheer dedication in every aspect of their work. It is the result of the hard
work and toiling of all our predecessors, all of whom have held the governance mast
high and have expected the same from us as well. Company Secretary has come a
long way, but sky is the limit and there is no end to it. We have to stride forth and be
unlimited, impactful and immense and let us go beyond doing what one has been
already doing today!
The Company Secretaries from being conscience keeper to compliance officer and
now governance professionals have grown in reputation. Having earned the trust and
confidence of the Government, the regulators and the corporate sector as watchdog
for governance architecture, the time has arrived when the Company Secretaries
look beyond to step in a leadership role in guiding the corporates as change agent.
They have to graduate to assume the leadership position by assuming new role,
values and approach. It is now imperative for Company Secretaries to produce
change, set the direction of that change, and surge ahead.
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CS: A Preferred Professional

© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Particulars Page No.

CS: A Preferred Professional 28

Emerging Areas and Role of Company Secretary 41

Brief Guide to Recognitions for the Profession 70

Opportunities and Challenges for the Profession 102

Code of Conduct for Company Secretaries 116

Way Forward for the Profession 131

Our aim may be as high as the endless sky, but

There is a direct correlation between governance

greater emphasis on good governance practices by enhancing the responsibility

Conformance to Role of Establishing best

Adherence to Protecting Interest

2. Journey of the Profession: As Humble Beginning

3. Glimpses of Achievements and Initiatives of the ICSI

• First draft of Secretarial Audit Report • CS in whole-time practice recognized

• CS recognized to pre-certify • Setting up of Research wing - CCGRT

• CS recognized to pre-certify • Setting up of Research wing - CCGRT

• Institution of ICSI National Award for • PMQ Course in Corporate Governance

• CS recognised as Key Managerial • Launch of eCSin Portal

• CS recognised as Key Managerial • Launch of eCSin Portal

4. Practice and Employment side of the Profession

A Company Secretary in employment is a robust professional aiding the efficient

Alternatively, a Company Secretary may also practice independently as a professional

A. Company Secretary in Employment

Companies Act, 2013

SEBI (LODR) Regulations, 2015

SEBI (Issue and Listing of Non-Convertible

IFSCA (Issuance and Listing of

PNGRB (Gas Exchange) Regulations, 2020

IRDA (Registration of Indian Insurance

IRDAI (Corporate Governance)

Life Insurance Corporation General

(i) Provisions governing appointment as Key Managerial Personnel

(ii) the Company Secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer.

KMP in Whole-time Employment

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations,

Senior Management (Regulation 16 (d))

(iii) SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021

(vi) IRDA (Registration of Indian Insurance Companies) Regulations, 2000

(vii) IRDAI (Corporate Governance) Guidelines, 2016 for Insurers in India

B. Company Secretary in Practice

d. holds himself out to the public as a Company Secretary in practice; or

Regulation 168 (2): Areas of Practice for Practising Company Secretary

Concept and Evolution of Company Secretary in Practice

Core areas for Company Secretary in Practice

Internal Auditor IPRs, International

NCLT Practitioner Registered Valuer

Secretarial Audit (Section 204)

Annual Return (Section 92)

SEBI (LODR) Regulations, 2015 - Secretarial Audit and Secretarial Compliance

Appointment on the basis of Expert Knowledge

• Scrutinizer - Rule 20(ix) of the Companies (Management and Administration)

Issue of shares and other securities

Banking Sector Services

5. Role, Responsibilities & Duties of Company Secretary