The new syllabus, with Foundation Programme, Executive and Professional levels, lays greater emphasis on due diligence, financial management, compliance management, corporate governance, sustainability and ethics. Papers have been rationalised, without of course, compromising on the quality.

The Executive Programme inputs and syllabi have been designed in such a way that students who pass this level will be able to take up executive jobs in the corporate sector and gain practical experience as they pursue their studies for the Professional to become full-fledged company secretaries.

What will be the mandate of the newly set up quality review board? Explain its relevance to India Inc in general.

Excellence is the hallmark of success in the competitive environment. A professional by his very qualification is expected to render high quality services as envisaged by the applicable regulations and as deemed necessary in a given situation. However, the million rupee question that arises in the context is, “who ensures that the concerned professional does render the quality of services expected of them.”

Company secretaries – being members of the Institute – are bound by the provisions of the CS Act, including the code of conduct and Regulations. Quality of services provided by company secretaries is now set for a review and upgradation by establishment of an external independent Quality Review Board (QRB) under the Company Secretaries Act as amended in 2006 effective from November 17, 2006.

The QRB has recommendatory, governance as well as an educative role. It will ensure that the practising company secretaries adhere to the stipulated standards and do not engage in unethical practices, like giving wrong certification.

Company Secretaries play a critical role in the corporate sector. Practising Company Secretaries provide plethora of corporate services to the corporate world beginning from the incorporation of a new company to filing of various documents with the authorities concerned, representing the company in front of various government authorities etc.

Apart from this, signing of annual returns, audit of reconciliation of share capital, certification under clause 47(C) of the listing agreement, certification of corporate governance requirements under Clause 49 of the listing agreement are also provided by the practising Company Secretaries.

The Board consists of five members belonging to the fields of law, education, business, finance, and accountancy or public administration. There is one chairman and four members. Two members of the Board are nominated by the Council and other two members are nominated by the Central Government. The first meeting has already taken place.

Why are you seeking a name change to the Institute of Chartered Secretaries of India?

As you may know, the Institute’s brand name ‘Chartered Secretary’ has been the name of its most prestigious and acclaimed monthly journal for corporate professionals. In the changing international context, our members are destined to play a much larger role in public practice as well as in employment. To be in line with the international practice, the Council decided that, to reflect its changing agenda and image, the Institute should change its name to ‘The Institute of Chartered Secretaries of India’. This will also eliminate the dichotomy between its brand name Chartered Secretary propagated through its popular corporate journal and its formal name the Institute of Company Secretaries of India.

Has IFCS (the International Federation of Company Secretaries) made headway? How are you looking at the issue of mutual recognition agreements with various countries?

Company secretaries’ institutes from Bangladesh, India, Kenya and Pakistan founded the IFCS in 2004. In the fourth meeting of its Governing Body held in August 2007 representatives of company secretaries institutes from other countries such as South Africa, Sri Lanka and Zambia were also present and showed interest to become members of the IFCS. Similar interest is seen from institutes in Malaysia, Nepal and Singapore.

Thus, the international movement of company secretaries is gaining strength. The latest meeting decided to take up the Secretarial Standards developed by the ICSI; it set up a Group for formulating International Corporate Secretarial Standards. It also decided to set up a working group to develop international standards for education, qualification, training and code of ethics of company secretaries working across national borders.

The third meeting of the IFCS held in Dhaka in July 2006 set up a Working Group of the member Institutes to work out mutual exemptions that can be granted by the said Institutes in order to enable member of one Institute from one country to become member of the Institutes of another country by passing in a few papers in the examination of that country’s institute.

On the role of your members in indirect tax practice.

A number of states (such as Bihar, West Bengal, Goa, Daman and Diu, Gujarat, Karnataka and Arunachal Pradesh) have authorised the company secretaries in practice to appear before VAT authorities.

Many company secretaries are already specialising in indirect taxes like customs, excise, sales tax and service taxes. They appear before tax authorities up to Customs, Excise and Service Tax Appellate Tribunal, in indirect tax matters as well as in anti-dumping matters.

Do you think that company secretaries can consider competition law and compliances as an area of super specialisation?

Competition law will replace the entire MRTP spectrum in the years to come with a modern focus on promotion of competition and competitiveness substituting the negative approach of preventing concentration of economic power. Over 100 countries have now adopted a competition law framework.

As was the wont under the MRTP regime, company secretaries will need to specialise in competition matters. Competition law is more a field of competition economics and industrial economics rather than a filed of pure law. Company secretaries syllabus already has enough emphasis on economics, finance, treasury management, strategic management and competition aspects. This will enable company secretaries to work to justify corporate contracts and agreements from the point of view of their competitive nature.

Further, since company secretaries specialise in mergers, amalgamations, joint ventures, alliances and takeover matters, they will be able to collate appropriate industrial, market and competition data in various economies and make these corporate restructuring exercises foolproof vis-À-vis competition authorities of various jurisdictions.

On other significant initiatives for the profession…

Some of the other initiatives taken during my tenure are as follows:

Guidelines for advertisement by practising company secretary, effective from January 1, 2008, enable a member in practice to advertise through a write up setting out the services provided by him or his firm and particulars of his firm, timelines and fees taken for various jobs etc.

We are awaiting the LLP (limited liability partnership) law which will encourage practising company secretaries to form mega firms and multi disciplinary firms and operate in a risk-free environment truly competing with top global firms and provide various services at a global level.

New guidelines for issuing compliance certificates and annual returns allow a company secretary in practice to issue compliance certificates and/or sign annual returns for not more than eighty companies in aggregate, in a calendar year. In the case of a firm of company secretaries, the aforesaid ceiling of eighty companies would apply to each partner.

Chain seminars on due diligence (including legal, secretarial, financial, taxation and techno commercial due diligence).

The MOU with ASSOCHAM to make collaborative efforts in promoting CSR (corporate social responsibility) and corporate governance. The first international summit on CSR is to be held later this month.

ICSI knowledge portal to be developed to give users access to various publications of the Institute, bare Acts, rules, regulations, notifications, judicial pronouncements, research studies and various other value added services.

Guidance note on certificate of listing of securities pursuant to IPO/FPO, as approved by the Council, has been submitted by the Institute to BSE and NSE.

MOUs between the ICSI and the ICSA-UK, INSOL International, BSE Training Institute, Symbiosis Institute of Management, Indian Law Institute, Bangalore, NALSAR University and so on, to further the reach of the profession.

Training programmes on ‘insolvency and restructuring’ in collaboration with INSOL International.

Under the MOU with BSE Training Institute, the Institute organised training programmes on Fundamental Analysis in December. The ICSI launched a four-month part-time course in capital markets a few weeks ago.

Specialised B.Com and M.Com courses, with suitable exemptions for the members and students of the ICSI, are proposed to be launched by IGNOU.

National programmes on director orientation (organised in co-operation with the National Institute of Financial Management under the Union Ministry of Finance, and supported by the CII), addressed the high level skills in strategic management, financial planning and policy governance apart from the legal and fiduciary duties and responsibilities of company directors and professionals aspiring to work on company boards.