The Officiating Secretary of the Institute of Company Secretaries of India, Ashok Kumar Dixit, believes that the company secretaries of today are multi-faceted, key managerial personnel. In an interview with Ankita Saxena, he shares how CS professionals are responsible for upholding good practices in an organization
The profession of Company Secretaries (CS) has been seen as an important part of any organisation. Ashok Kumar Dixit shares his views on the future of one of the most prestigious and sought after professions of the nation and the role of company secretaries in shaping the governance culture of the corporates of the country. Edited excerpts form the interview:
What does it take to be a company secretary?
There are two entry points into the profession —Foundation Programme for 10+2 pass students and the Executive Programme, wherein a graduate (except fine arts) is directly admitted to the Company Secretaryship Course of the Institute of Company Secretaries of India (ICSI). The Foundation Programme is like a filter to determine the students who have the acumen to purse the profession.
What is the reason for the low pass percentage in the Executive Programme?
It is important to understand that the role of a company secretary has evolved over the years and it is important to align the curriculum with the contemporary developments and the demands of the corporate. Today the CS is a key managerial personnel in an organisation and his/her role is no longer limited to taking minutes of a meeting or acting as an interface between the board and its stakeholders. Our focus is on raising the standard and benchmarks for the profession. Thus, this course requires rigorous efforts to meet the tough standards which act as the litmus test to determine the deserving candidates for the high-stake and responsible role that the CS has to play in an organisation. The students need to understand that analysis and application skills, as envisaged in the curriculum and evaluation methodology, is the way forward.
What other courses are available apart from the Foundation and the Executive Programme?
We have a host of Certification and Post Membership Qualification (PMQ) courses. Those persons who are already company secretaries can enroll for the PMQ course in Corporate Governance. The Certificate Courses have been launched on varied topics such as GST, Internal Audit and CSR. The response to the Certificate Courses has been quite encouraging. We also have memorandum of understanding (MOU) with universities which recognise CS qualification to pursue Ph.D or post-graduation after the students become a member of the ICSI.
What are the initiatives taken by the ICSI to regulate and develop the profession?
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 is issuing 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. There are three entities working within ICSI which regulate and carry out activities towards development of the profession of company secretaries.
The ICSI has formed a Section 8 (Companies Act, 2013) company, ICSI Institute of Insolvency Professional (ICSI IIP), which is registered as an Insolvency Professional Agency with the Insolvency and Bankruptcy Board of India (IBBI), which has around 800 members on its roll. The ICSI IIP educates, develops, trains and monitors the insolvency professionals enrolled with it and has disciplinary mechanism to regulate them. The portfolio of members enrolled with ICSI IIP include, company secretaries, chartered accountants, advocates, cost accountants, bankers, management professionals among others. The members enrolled with ICSI IIP are handling corporate insolvency resolution process, liquidation, voluntary liquidations under the Insolvency and Bankruptcy Code, 2016.
ICSI also has another Section 8 (Companies Act, 2013) company, called ICSI Registered Valuers Organisation (ICSI RVO), registered with the IBBI, with the objective of educating, regulating and monitoring the discipline of Registered Valuers. Any professional possessing the qualification of CS/CA/CMA/MBA, with three years of post-qualification experience, is eligible to conduct the valuation of ‘Securities or Financial Assets’. The requirement of Registered Valuers has enhanced professional opportunities for both the company secretaries and other professionals as well. In terms of the provisions of Section 247 of the Companies Act, 2013, 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 this Act, it shall be valued by a Registered Valuer. The ICSI RVO conducts 50 hours’ Educational Course according to the syllabus notified by the IBBI, which is a pre-requisite for appearing in the entrance examination conducted by IBBI.
Apart from this, the ICSI has set up the Governance Research and Knowledge Foundation (GRKF), which undertakes research and development activities. There is another entity known as the ICSI Centre for Corporate Governance, Research and Training (CCGRT) at Navi Mumbai, which is dedicated to research and training in the field of economics, taxation, capital markets and so on. The Institute has recently set up a Centre of Excellence in Hyderabad.
How the Regional Councils and Chapters contributing to the growth of ICSI?
Under the Company Secretaries Act, 1980, the ICSI has been mandated with the development and growth of the profession of company secretaries. The chapters are playing a major role in achieving this objective. As of now, we have 70 chapters in almost all major cities and state capitals and four Regional Councils in Delhi, Mumbai, Kolkata and Chennai. Though it is a distance learning course, the chapters are providing class room teaching, library facilities, personality development and grooming workshops, on-spot career counselling and other training facilities to the students, to help them in their studies at a subsidised or minimal cost. The chapters work to facilitate the students and the members across the country and function as an interface between them and the Headquarter. They are responsible for conducting seminars and training programmes at the city and district levels to make education more inclusive. It is important to note that we have a scheme for the students in Jammu and Kashmir and the North East region, where a concession in fee is permissible in comparison to other cities, to facilitate students of these places to pursue this course.
What are the international recognition programmes available for the members of ICSI?
We have an MOU with ICSA-UK which works on a reciprocal arrangement. The company secretaries, after passing few of the papers of ICSA-UK, become eligible to obtain the membership of ICSA-UK. The arrangement enhances overseas employability of the members and reciprocally opens the gates for professionals who are members of the UK counterpart for employment in India. UK-NARIC or the National Recognition and Information Centre of UK has now recognised members of ICSI in UK and Dubai. The CS Executive Programme pass candidate of ICSI is equivalent to the graduate in UK and Dubai and the CS Professional Programme pass candidate of ICSI is equivalent to the post graduate in UK and Dubai, according to this recognition programme.
What according to you are the best practices in corporate governance that India should follow?
I believe that absolute disclosure, transparency and ethical business practices should be the key focus for any organisation. I feel that out of these, transparency is the prerequisite.
What are some of the CSR initiatives?
We have taken an innovative initiative called ‘Shaheed Ki Beti’. When we invite dignitaries or guests to address the students or the members for seminars or to take an industry relevant lecture, rather than presenting them a memento, we honour their contribution by presenting them a ‘Shaheed Ki Beti’ Certificate. The amount saved by the institute on account of the memento is given to the Defence Ministry for education of daughters of the martyrs.
