Career as a Company Secretary,Syllabus of CS Course,Relevant Dates for Registration,Examination etc.

CAREER AS COMPANY SECRETARY

CAREER AS A COMPANY SECRETARY

The Institute of Company Secretaries of India (ICSI)

ICSI is a premier national professional body constituted under an Act of Parliament ICSI has been set up to regulate and develop the profession of Company Secretaries ICSI has its  Headquarters at New Delhi and 4 Regional Councils at Chennai, Kolkata, Mumbai, New Delhi and 70 Chapters  spread all over India (including one overseas Chapter at Dubai). ICSI-CCGRT is the Centre for Corporate Governance, Research and Training at Navi Mumbai ICSI Conducts examination at 84 centres (123 venues) including one centre abroad at Dubai. 112 Counsellors at various cities / remote areas to guide students regarding the course. The ICSI has on its rolls over 31,000 qualified members both in Employment & in practice. Over 3.6 lakh students are currently enrolled in the Company Secretaries Course.

The Company Secretary is: An in-house legal expert; a compliance officer of the Company. An expert in corporate laws, securities laws & capital market and corporate governance Chief advisor to the board of directors on best practices in corporate  governance Responsible for all regulatory compliances of company Corporate planner and strategic manager

Role of a Company Secretary

A Company Secretary being multidisciplinary professional renders services in the following areas:

Corporate Governance and Secretarial Services Corporate Governance Services Corporate Secretarial Services Secretarial/ Compliance Audit and certification Services

Corporate Laws Advisory and Representation Services Corporate Laws Advisory Services Representation Services Arbitration & Conciliation Services

Financial Market Services Public Issue, listing and Securities Management Takeover Code, Insider trading, Mergers & Amalgamation Securities Compliance and Certification Services Finance & Accounting Services Taxation Services International Trade & WTO Services

Management Services General/ Strategic Management Corporate Communication and Public Relations Human Resources Management Information Technology

EMPLOYMENT PROSPECTS

A qualified Company Secretary has openings in Employment and as Practising Independent Professional Company Secretary in Employment Companies with a paid up share capital of Rs.5 crore or more are compulsorily required to appoint a whole-time Company Secretary under section 383A of Companies Act,1956. All companies seeking listing on Stock Exchange are required to appoint a whole-time Company Secretary Membership of the Institute is recognized for appointment to superior posts and services under Central Government Membership of the Institute is a recognised qualification for recruitment from Grade I to Grade IV in the Accounts branch of the Indian Company Law Service. Almost every kind of organization whose affairs are conducted by boards, councils or other association, federation, authority, commission or like , finds it useful to appoint a person who holds the qualification of Company Secretaries in key administrative position.

SELF EMPLOYMENT (PRACTICE)

After obtaining a ‘Certificate of Practice’ from the Institute, Members of the Institute can go for Independent Practice. Every company having a paid-up share capital of Rs. 10 Lakh or more but less than   Rs. 5 Crore, is required to engage the services of a Secretary in Whole-time practice to obtain a   compliance certificate. Pursuant to Clause 49 of the Listing Agreement, Practising Company Secretaries have been authorized to issue Certificate regarding compliance of conditions of Corporate Governance as stipulated in the Clause. Practising Company Secretaries have also been recognized to appear before various Tribunals such as Company Law Board, Securities Appellate Tribunal, Competition Commission, Telecom Dispute Settlement and Appellate Tribunal, Consumer Forums, Tax Tribunals etc., Recently the Reserve Bank of India has recognized the Practising Company Secretaries to undertake Diligence Report for Banks

Company Secretary as an independent professional A Company Secretary in practice is recognized to issue certificates and attest documents inter alia under: Companies Act, 1956 SEBI Act, SCRA and regulations made there under Depositories Act, 1996 Exim Policy etc.

Company Secretaries in Practice also render services in the following areas: Legal, Secretarial and Corporate Governance Corporate Restructuring Foreign Collaborations and Joint Ventures Arbitration and Conciliation Financial Management Project Planning Capital Market and Investor Relations Due Diligence Corporate Advisory Services

Course Highlights: 10+2 pass or equivalent / Graduate can join No Entry Barrier – opportunity for every student Cost Effective Distance Learning – any where in the world 24x7 study through e-learning Flexibility in the schedules – Registration valid for 3 to 5 years. Excellent career opportunities for CS professional Position of Power and Prestige Offers Self Employment  and Job Opportunities Direct Access to Top Management / Board Room Good remuneration and growth opportunities Good career option for girls also. Opportunities across various sectors at all locations. Opportunities Abroad – MOU with ICSA, London Opportunity to pursue B.Com with Major in Corporate Affairs and Administration and M.Com in Business Policy and Corporate Governance from IGNOU.

Computer Training:

Exemption from Computer Training: To facilitate the mandatory requirement for students having computer knowledge to pass the online test, M/s Sify Software has developed an online testing portal where students can appear for online test and will be able to download their certificates after 15 days of passing of online test. This will ensure that there is no delay in receiving the certificate after clearing the online test. Students can go to the online portal, register for the test and block a centre for appearing in the test. Payment for the online test can be done both in online or offline mode (through branches of SBI using Powerjyoti scheme). Students can register themselves for the said online test at the website  http://icsi.sifyitest.com.

Stages to become a Company Secretary: The student who would like to join the Course after 10+2 pass or equivalent has to undergo three stages to pursue the Company Secretaries Course i.e.  Foundation Programme Executive Programme Professional Programme The Student who would like to join the Course after passing the Graduation has to undergo two stages of the Company Secretaryship i.e.  Executive Programme Professional Programme Foundation Programme which is of eight months duration can be pursued by 10+2 pass or equivalent students of Arts, Science or Commerce stream (Excluding Fine Arts) Executive Programme can be pursued by a Graduate of all streams except Fine Arts. Professional Programme can be pursued only after clearing the Executive Programme of CS Course

ADMISSION TO THE CS COURSE is open throughout the year.  Examinations are held twice a year in June & December.

Cut off dates for admission to CS course: .

For Foundation Programme 31st March for appearing in December Examination  in the same year 30th September for June Examination next year For  Executive Programme 28th February for appearing in both modules in December Exams in the same year  year 31st May for appearing in single module in December Examination in the same year 31st August  for appearing in both modules in June Exam in the next year 30th November for appearing in single module in June Examination in the next year.

SUBJECTS FOR CS COURSE

There are 4 papers in CS  Foundation Programme There are 7 papers divided into 2 Modules in CS Executive Programme (wef. 01.02.2013) There are 8 papers divided into 4  Modules in CS   Professional   Programme SUBJECTS Foundation Programme [4 papers] Business Environment & Entrepreneurship Business Management, Ethics and Communication Business Economics Fundamentals of Accounting and Auditing Executive Programme [7papers] Module I (4papers)     Company Law Cost and Management Accounting Economic and Commercial Laws Tax Laws and Practice Module II (3 papers)     Company Accounts and Auditing Practices Capital Markets and Securities Laws Industrial, Labour and General Laws Professional Programme [8 papers] Module I (2 papers)   Company Secretarial Practice Drafting,  Appearances and Pleadings Module II (2 papers) Financial, Treasury and Forex Management Corporate Restructuring and Insolvency Module III (2 papers) Strategic Management, Alliances and International Trade Advance Tax Laws and Practices Module IV (2 papers) Due Diligence and Corporate Compliance Management Governance, Business Ethics and Sustainability

Professional Program ( new syllabus – w.e.f. 1st September 2013 ) MODULE 1 1. Advanced Company Law and Practice 2. Secretarial Audit, Compliance Management and Due Diligence 3. Corporate Restructuring, Valuation and Insolvency MODULE 2 4. Information Technology and Systems Audit 5. Financial, Treasury and Forex Management 6. Ethics, Governance and Sustainability MODULE 3 7. Advanced Tax Laws and Practice 8. Drafting, Appearances and Pleadings 9. Electives 1 out of below 5 subjects 9.1. Banking  Law and Practice 9.2. Capital, Commodity and Money Market 9.3. Insurance Law and Practice 9.4. Intellectual Property Rights - Law and Practice 9.5. International Business-Laws and Practices

Fee Structure for CS Course CS Foundation Programme               Rs.4500/- CS Executive Programme Rs.9000/- for Commerce Graduates / CPT passed of ICAI / Foundation passed of ICAI-CMA Rs 10,000/- for Non Commerce Students Rs 8,500/- for CS Foundation passed students CS Professional Programme Rs.12,000/-

Examination Examination is conducted twice a year in June and December  Examination fee Foundation Programme  - Rs. 1200/-  Executive Programme     - Rs. 1200/- per Module Professional Programme  -Rs. 1200/- per Module  Last date for submission of application for appearing in the examination 25th March (with late fee of Rs. 250/- till 9th April) 25th September (with late fee of Rs. 250/- till 10th October)

Medium of Examination The Institute allows facility to students to appear in examination in English as well as in Hindi. (Except Business Communication subject of Foundation Program)

Qualifying Marks A candidate is declared to have passed the Foundation / Executive / Professional examination, if he/she secures at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregate of all subjects.

Time limit for completing CS Examination A student is required to complete the Executive and the Professional examination within the registration period. However, on payment of requisite fees the validity of registration may be renewed / extended for further period subject to fulfilling the applicable guidelines.

ICSI ORAL TUITION GUIDELINES / PPP GUIDELINES: Salient features of the Oral Tuition Guidelines & PPP Guidelines: Under the revised guidelines 30 lectures of 2 hours duration for each subject of Foundation / 35 lectures of 2 hours duration for each subject of Executive / 40 lectures of 2 hours duration for each subject of Professional Programme has been made mandatory

Existing Practical experience and training requirements  The students are required to undergo the following trainings: 7 days Student Induction Programme (SIP)-  within six months of Registration to Executive Programme or exempted therefrom for becoming eligible to seek enrolment to appear in Executive Program Examination. 70 hours compulsory computer training program- for becoming eligible to seek enrolment to appear in Executive Program Examination. 8 days Executive Development Programme (EDP) - after passing the Executive Programme and before commencement of 15 months training. 25 hours of Professional Development Programme (PDP) during 15 months training 15 months training after passing the Executive Programme or Professional Programme on completion of Student Induction Program and Executive Development Program with companies and Company Secretaries in Practice registered with the Institute for imparting training 3 months practical training is required to be undergone by the student if the student completes professional program examination and exempted from undergoing at least 12 months training on the basis of Company Secretaries Regulations,1982, as amended on submitting the documents to the Institute and fulfills the requirement of Regulation 48. This training will be exempted to the students who have undergone 15 months training. 15 days training in a specialized agency such as Registrar of Companies (ROC) / Stock Exchange / Financial and Banking Institution/Management Consultancy Firm can only be commenced if the student completes SIP,EDP , 15 months training and having passed professional program examination. 15 days Management Skills Orientation Programme (MSOP)- after Professional Programme and on completion of Executive Development Program and 15 months training

The students can be exempted from undergoing training totally or partially depending on the practical experience possessed by them on fulfilling the requirement of the Company Secretaries Regulations,1982, as amended, on submitting the relevant documents.  A student after passing the Professional Programme may enroll as ‘Licentiate ICSI’ at his/her option until completion of training requirements.

E-Training (E-SIP, E-EDP and E-MSOP) Initiatives along with total number of students who have been enrolled The Institute of Company Secretaries of India (ICSI) in collaboration with Gurukul Online Learning Solutions (GOLS) had come up with an initiative in the form of e-MSOP, in lieu of physical MSOP. e- MSOP is basically a web-based training (WBT) wherein physical presence of the participant at the venue is not necessary. The first such e-MSOP was organized by ICSI-Centre for Corporate Governance, Research& Training (CCGRT), Navi Mumbai and launched on 1st January 2012. eMSOP was launched w.e.f. 1st January 2012 After successful  launch of eMSOP  eSIP and eEDP were also launched on 14th April 2012.Students may undergo programmes at their ease.

New Training Structure approved by the Council The proposed New Training Structure comprised of twenty-four months training with a Company or Practising Company Secretary for Executive Programme passed students, four days Student Induction Programme (SIP), seventy hours of Information Technology Training (ITT), ten days Executive Development Programme (EDP), five days (forty hours) Professional development Programme (PDP) and three weeks non- residential/two weeks residential Management Skills Orientation Programme (MSOP). The Council of the Institute has also approved the alternate training for thirty-six months with a Practising Company secretary for the students registered to the Executive Programme Course. In addition the Council of the Institute has also approved the Internal Exemption Policy from undergoing training on the basis of qualification or experience.

MEMBERSHIP   After qualifying the CS Professional Programme and on completion of training as provided under the CS Regulations, a candidate is enrolled as an Associate Member of the Institute and he can use the descriptive title “ACS” after his / her name.  Further Academic Pursuits The CS course is recognised by the various Universities for admission to Ph.D Course. Utilisation of services of members by various professional/educational bodies for academic activities ICSI conducts Post Membership Qualification (PMQ) Course in Corporate Governance.

Placement

The Headquarters and Regional Offices offer placement services to: Members Executive or Professional Passed students Names of candidates are sponsored to prospective employers on request Placement assistance is also provided online on the Institute’s Website: www.icsi.edu Campus Interviews are conducted to assist the students for employment

Pay Package

The Placement Cell set up at the Institute’s Headquarters, its Regional and Chapter offices, has been making constant efforts in helping the members in getting suitable placement.  In recent campus interviews, the meritorious students, having become fresh Company Secretaries, were picked up by regulators and reputed companies at very attractive salaries ranging between Rs.3 lacs to Rs.5 lacs per annum. Company Secretaries have been working in various positions such as Company Secretary and Executive Director or Company Secretary and Vice President or Chief Compliance Officer or Asstt. Company Secretary or Legal Officer or Company Secretary and Finance Officer etc. In the large corporates and multi-national companies they are attracting huge pay packages ranging between Rs. Twenty Five lacs and Rs. One Crore per annum. Salary packages, of course, depend upon the capabilities and capacities of a person and vary from sector to sector.  Company Secretaries also work in public sector companies at Central and State levels and also in the Union, State and Local Governments, charitable and non-profit organizations.

Financial Assistance/ Scholarship

Prizes, Merit Scholarship and Merit-cum-Means Assistance The Institute awards Prizes, merit scholarships to the meritorious students Merit-cum-Means Assistance is granted to the economically weaker students

Concession in Registration fee

Applicants belonging to SC/ST are required to pay only half the Registration fees Physically Handicapped Students are required to pay the Registration fee as follows:          Foundation Programme: Rs.1500/-  Executive Programme:   Rs. 2000/-  Professional Programme: Nil

ICSI Students Education Fund Trust   With a view to encourage and motivate economically backward and academically bright students to pursue the Company Secretaries Course, the Institute has created a Trust viz. ICSI Students Education Fund Trust.

STAGE CATEGORIES OF STUDENTS / ELIGIBILITY CRITERIA Economically backward students with good academic records Academically Bright Students For Students with Family Income up to Rs.1,00,000 per annum For Academically bright Students without any limit on their Family Income Foundation Programme Minimum 65% Marks ( or equivalent CGPA ) in both Matriculation ( Class X ) & Senior Secondary ( Class XII) Stages Minimum 85% Marks (or equivalent CGPA ) in both Matriculation (Class X ) & Senior Secondary (Class XII) Stages Executive Programme Minimum 65% Marks ( or equivalent CGPA ) in both Matriculation ( Class X ) & Senior Secondary ( Class XII ) Stages and 60% Marks in Bachelor’s Degree Stage / or 65% marks in aggregate in CPT of ICAI / or 65% marks in aggregate in Foundation exam of ICAI-CMA Minimum 85% Marks ) or equivalent CGPA ) in both Matriculation ( Class X ) & Senior Secondary ( Class XII) Stages and 70% Marks in Bachelor’s Degree Stage / or 75% marks in aggregate in CPT of ICAI / or 75% marks in aggregate in Foundation exam of ICAI-CMA

Nature and Extent of Financial Assistance: Eligible students shall be fully exempted from paying the Registration / Admission Fee, Postal Tuition Fee, Exemption Fee and other fees usually payable at the time of admission to Foundation/ Executive Programmes.  Depending upon their performance in the CS Examinations, the students may also be exempted from payment of Examination Fee and also the fees payable at the time of admission to Executive Programme and Professional Programme (for students admitted to Foundation Programme) and Professional Programme (for students admitted to Executive Programme).

Prospectus alongwith Registration form :  Available at Headquarters/Regional                   Councils /Chapters For C.S. Foundation Programme Cash Payment: Rs. 500/- Or by Post / Courier – DD of Rs 540/- For C.S Executive Programme Cash Payment:  Rs.500/- Or by Post/Courier – DD of Rs.540/- Demand Draft/Postal Order in favour of The Institute of Company Secretaries of   India’ payable at New Delhi

Online Registration of students :  Online registration facility is available at Institute’s student portal www.icsi.in. Students are advised to follow the instructions carefully. The fee can be remitted through Debit/Credit Cards /Net Banking facility. After filling the particulars, making the payment of fees and uploading the scanned copies of desired documents, the system gives the Registration Number instantly. On completion of registration as a student, the Registration Number will be intimated to the student through E-Mail and/or SMS. Students may also check the registration status at www.icsi.in on the basis of Application Number, Mobile Number, E-mail Id, etc. Students can download the Registration Letter, Important Instructions, etc. through Institute’s websitewww.icsi.in by entering the  Registration Number received through E-Mail/SMS.

ICSI - IGNOU Course BACHELOR OF COMMERCE (B.COM) WITH MAJOR IN CORPORATE AFFAIRS AND ADMINISTRATION Eligibility for Admission:  (a) 10 + 2 or its equivalent ; and (b) Registration in Company Secretaryship, Foundation Programme. Students who have passed Company Secretaryship Intermediate/Executive Programme Course shall also be eligible for admission. Medium of Instruction: English and Hindi.  Fee Structure:  Rs. 4800/- Programme Structure: This programme comprises of: 4 courses of Bachelor Degree Programme (BDP) programme of IGNOU, 4 courses of Foundation Programme of Company Secretaryship and 6 courses of Executive Programme of Company Secretaryship. Duration of the Programme: Minimum 3 years and maximum 6 years MASTER OF COMMERCE (M.COM) IN BUSINESS POLICY AND CORPORATE GOVERNANCE Eligibility for Admission:       (a) Graduate in any discipline or equivalent qualifications from a recognized University/Institute.       (b) Passed in Company Secretaryship Executive Programme. Candidates who have already passed the Company Secretaryship course shall also be eligible for admission. Programme Structure: The programme consists of: 4 courses from the existing M.Com. programme offered by IGNOU 8 courses of Company Secretaryship Professional Programme offered by ICSI.  Medium of Instruction:  English and Hindi. Fee Structure: Rs. 6000/- Duration of the Programme: Minimum 2 years and a maximum period of 5 years.

OPPORTUNITIES ABROAD FOR CS  Many Company Secretaries are already working in various countries like the US, Canada, UK, Singapore, Malaysia, Thailand, Australia, New Zealand, Middle-east, Africa, etc.  With their research and legal bent of mind, their employers have recognized their professional skill sets.  They also possess managerial capabilities and analytical skills. After the globalisation of services through WTO and GATS, the field is opening in various countries for practicing Company Secretaries as well.  India is entering into bilateral Comprehensive Economic Cooperation Agreements with countries like Singapore, Malaysia, Thailand, and Mauritius etc.  These agreements recognize Company Secretaries for free movement of professionals across borders.  ICSI has entered into an MoU with the Institute of Chartered Secretaries and Administrators, UK. This MoU recognizes Company Secretaries of both the countries on certain conditions.  The process of globalisation and the process of comprehensive economic cooperation that India is initiating has also set in motion mutual recognition agreements between the ICSI and Institutes governing the profession in various other countries.  This is opening up the world to Company Secretaries.

MOU with ICSA, London The ICSI and the Institute of Chartered Secretaries and Administrators, UK (ICSA) after satisfying the high standards of examination and appreciating each others activities in promoting the best practices in Company Secretaries and professional education & administration signed an MOU which provides for reciprocal exemptions on mutual basis.  Members of ICSI are exempted from passing 14 out of 17 papers and are required to pass the following three core papers to acquire the membership of ICSA:       • Corporate Law       • Corporate Secretaries       • Corporate Administration Members of the Institute of Company Secretaries of India, in good standing for a period of two years, can avail of the benefit of the MOU. MOU with CISI, London The Institute of Company Secretaries of India (ICSI) and Chartered Institute for Secrutites and Investment, London, have entered into a Memorandum of Understanding (MOU), in terms of which ICSI inter alia will offer certain units of CISI  qualifications in capital markets, commodity markets, fund management, wealth management and investment banking as electives to both its students & members.  This will provide them an exposure to the Securities & Investment industry apart from an internationally recognised qualification. CISI has offered certain recognitions to ICSI students who have passed the ‘Executive Programme, which will facilitate their obtaining the ‘International Investment Administration Qualification (IAQ)’. CISI has also recognised membership of ICSI for automatic membership of CISI at the associate level (ACSI). Senior practitioners of ICSI in Securities and Investment industry would be entitled to apply for Membership (MCSI). MOU with Malaysian Institute of Chartered Secretaries and Administrators (MAISCSA) ICSI has signed an Memorandum of Understanding with Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). The MOU will help students and members in attending the training programmes, exchange of course material and undertake research projects.

Exemptions

Exemption from individual paper(s) of the Executive Programme Examination A candidate shall be exempted from the following paper(s) of the Executive Programme examination if he/she possesses the qualification(s) specified against each paper, having secured 50% or more marks in the aggregate and applies for exemption on or before last date for enrolment for the examination paying requisite exemption fee which at present is ` 1,000/- per paper :     1.   Industrial, Labour and General Laws: A Degree in Law (three years or five years integrated) from a recognised University/Institute either constituted under an Act of Parliament or approved by AICTE/AIU.     2.   Cost and Management Accounting: M.A. (Corporate Secretaryship)/ M.Com./M.B.A. (with Advanced Accountancy as one of the subjects at B.Com/B.B.A./B.A. (Corporate Secretaryship) level and with full paper in Cost Accounting/Management Accounting/Financial Management at M.A. (Corporate Secretaryship)/M.Com./M.B.A. level having secured 50% marks in the subject concerned) from a recognised University/Institute either constituted under an Act of Parliament or approved by AICTE/AIU.           A candidate who has done Post Graduate Diploma in Management will be considered for exemption from the paper (CA & CMA) only if he/she submits documentary evidence from AICTE/AIU to the effect that PGDBM issued is equivalent to MBA.     3.   Tax Laws and Practice: M.A./M.B.A. (Corporate Secretaryship) from a recognised University/Institute either constituted under an Act of Parliament or approved by AICTE/AIU. 4.16.5 Paperwise Exemption to Cost Accountants A candidate who has passed the Final examination of the Institute of Cost Accountants of India, shall be exempted from the following papers of the Executive Programme examination on making an application together with attested copy of the Final Pass certificate and the requisite exemption fee @ ` 1,000/- per paper on or before the last date of submission of enrolment application for the examination:     1.   Cost and Management Accounting (Module I, Paper 2)     2.   Tax Laws and Practice (Module I, Paper 4)     3.   Company Accounts and Auditing Practices (Module 2, Paper 5). A candidate who has passed the Final examination of the Institute of Cost Accountants of India shall be exempted from the following papers of the Professional Programme examination on making an application in this behalf together with attested copy of the Final Examination Pass Certificate of Institute of Cost Accountants of India (ICAI-CMA) and the requisite exemption fee @ ` 1,000/- per paper on or before the last date for submission of enrolment application for the examination : Advanced Company Law and Practice (Module 1, Paper 1). Financial, Treasury and Forex Management (Module 2, Paper 5). Advanced Tax Laws and Practice (Module 3, Paper 7).