This is part 6 of the topic Professional Body and Professionalism by CMA B V Prabhakar. He discusses on how accounting bodies IMA-USA, ICWAI-INDIA & ICSI-INDIA apply the above principles.
The Institute of Company Secretaries of India (ICSI) is constituted under an Act of Parliament i.e. the Company Secretaries Act, 1980 (Act No. 56 of 1980) is the only recognized professional body in India to develop and regulate the profession of Company Secretary(CS) in India and the Institute of Company Secretaries of India(ICSI) rewards the certificate of bestowing the designation of Company Secretary(CS) to a candidate qualifying for the membership of the Institute of Company Secretaries of India(ICSI).
The Institute of Company Secretaries of India(ICSI) has on its rolls over 20,000 members including over 3,000 members holding certificate of the practice and has totally registered over Five Lakh Twenty Thousand students.
The affairs of the Institute of Company Secretaries of India (ICSI) are managed by a council consisting of fifteen elected members and five nominees of the Central Government.
Pursuant to section 383A of the Companies Act, 1956, companies having a paid -up share capital of Rs 2 crore or more, as prescribed by the Central Government, are statutorily required to appoint a whole-time Company Secretary (CS).
The major contribution of Company Secretary (CS) is in corporate sector. Company Secretary (CS) is an important professional aiding the efficient management of the corporate sector. Company Secretary (CS) is designated as an officer under the Companies Act. Company Secretary (CS) has to interact, coordinate, integrate and cooperate with various other functional heads in a company.
A member of the Institute of Company Secretaries of India(ICSI) may also practice independently as a professional after obtaining a certificate of practice from the Institute of Company Secretaries of India(ICSI) as provided in Company Secretaries Act,1980.
“To be global leader in development of professionals specialising in corporate governance”
“To continuously develop high caliber professionals ensuring good corporate governance and effective management and carry out proactive research and development activities, for protection of interest of all stakeholders, thus contributing to public good”
RESEARCH & TRAINING
ICSI established CENTER FOR CORPORATE RESEARCH & TRAINING (CCRT) with the following objectives:
* To develop professional capability and career prospects of the Company Secretaries and other corporate professionals.
* To serve as a center of Corporate Excellence for Corporate Governance and Business Ethics, Corporate Research and Corporate higher learning by harnessing all available resources, national and international.
* To promote original and contemporary applied research, higher learning and conduct training programs (residential and non-residential) in various streams of corporate sector through modern and advanced methodology.
* To enter into collaboration/arrangements with foreign institution in the field of research and training and to facilitate exchange of skills, knowledge and data base including faculty exchange programs with national and international bodies and other research institutions.
* To publish research papers, literature or publications including research bulletins, periodicals and consultative papers on any new legislation in areas of Corporate Laws, Finance and Capital Markets, etc to act as a Think Tank for Government, regulatory bodies and trade and industry on assignment basis.
* To act as In-House consultants to ICSI on Human Resources and relates areas.
* To provide professional consultancy of higher order employing contemporary methods and practices, and undertake corporate diagnostic studies, field surveys and data base services.
ICSI-CCRT is equipped with state of art training and research relates facilities, a pleasant environ and world class physical infrastructure facilities and is ideally located.
The facilities include an auditorium equipped with pleasant décor, latest audio visual, acoustics, lighting and public address system, two well furnished computer rooms/labs, two conference halls each equipped with latest facilities such as TC, VCR Projector, Audio Visual Decks, Public Address System, classroom/lecture halls of variable sizes equipped with elegant furniture and other training related equipments. The centre accommodates indoor and outdoor recreation facilities, two well equipped dining halls and a roof garden-cum-cafeteria for the recreational convenience of the inmates.
The Residential Wing accommodates participants and guests and all facilities are comfortably air-conditioned with pleasant interiors providing conducive environment for learning and research.
A Library with computers, furnished with audio visuals and internet facility housing over 3000 books, current periodicals and reference literature is also in place.
CORPORATE TRAINING FACILITIES
A new activity has been added to CCRT’s training initiatives for the students through Residential Secretarial Modular Training Programme. During the year, 4 such programmes were organised at CCRT and the response to the programmes has been very good. Participants from all over India, mainly from non-metro centres took advantage of these programmes and got opportunity for interaction with expert professional faculty. In addition to the core subjects of a normal SMTP programme, the participants were exposed to topics on general management, human relations, financial markets, etc. at the pre-dinner sessions. They also had the benefit of yoga and meditation sessions in the morning from professional trainers.
1. Fostering and nurturing research initiatives among members of the Company Secretaries profession and other researchers
2. Developing on an on-going basis information and insights into corporate/related laws, their delivery mechanism, need for harmonization/changes in light of emerging realities, corporate governance etc.
3. Using thus developed knowledge base for brand building and for purposes of interacting with the government, regulatory bodies and international agencies.
Illustrated list of Topics of Research
1. Central Listing Authority.
2. Functions & Role of Private Liquidator.
3. A comparative Analysis of The Companies Act, 1956 vis-a vis Corporate Laws in other countries.
4. Role, Functions and Responsibilities of Independent Directors.
5. WTO and IPRs : Possible Future Scenario.
6. Transformation of Co-operative Societies into Producer Companies.
7. Secretarial Audit.
8. Opening up of the Services Sector – Post WTO Scenario.
9. Capital Market Developments in the Next Five Years-A Road Map.
10. Harmonisation of Laws relating to Securities.
11. Corporate Governance – Need for Harmonisation of Companies Act with Listing Agreement.
12. Mergers & Amalgamation.
13. Buy Buck of Shares & its Impact.
14. Workers Participation in Management in the Context of Company Law.
15. Postal Ballot
16. Need for Changes/Simplification of Laws relating to Creation of Charges.
17. National Company Law Tribunal.
18. Arbitration and Conciliation Act & its Role in the Delivery of Justice in India.
19. Impact of Internet on Functioning of Companies -On Line Voting & Board Meeting Trough Video Conferencing.
20. Securitisation and Reconstruction of Financial Assets.
21. Business Process Outsourcing – Legal Aspects.
22. Employees Stock Option Schemes.
23. Revisiting the Companies Act.
24. Model Listing Agreement
25. Emerging Role of Company Secretaries in International Markets in a globalised environment
CORPORATE RESEARCH SERVICES
As a part of its ongoing activity in conducting sponsored studies on various topics, ICSI-CCRT completed the assignment from Indian Institute of Bankers (IIB) for preparation of study material on “Operations and Regulation of Capital Markets”. The study kit has been well appreciated.
ICSI-CCRT conducted a study on behalf of State Bank of India (SBI) on “Recovery Experiences in respect of Personal Segment Advances” covering 40 of their branches all over India. The report has been submitted to SBI.
Based on a proposal submitted to National Stock Exchange (NSE) under NSE’s Research Initiative, on “Corporate Social Responsibilities Initiatives by NSE NIFTY Companies – Content, Implementation Strategies & Impact”, a study has been undertaken by CCRT.
Companies follow diverse secretarial practices and, therefore, there is a need to integrate, harmonise and standardize such practices so as to promote uniformity and consistency.
The Institute of Company Secretaries of India, acknowledging this need has started issuing Secretarial Standards on various topics. Compilation of Secretarial Standards by the corporate sector will lead to good corporate governance practices, making them comparable with best practices in the world.
So far, ICSI has issued the following Secretarial Standards:
SS-1: Meetings of the Board of Directors
SS-2: General Meetings
SS-4: Registers and Records
SS-6: Transmission of Shares and Debentures
SS-7: Passing Resolutions by Circulation
SS-8: Affixing of Common Seal
SS-9: Forfeiture of shares
In addition to SECRETARIAL STANDARS, ICSI also issues Guidance Notes on various topics of importance to help Members have a clarity and uniformity of understanding on the topics:
Guidance Note on Board’s Report
Guidance Note on Compliance Certificate
Guidance Note on Dividend
Guidance Note on Code of Conduct for CS
Guidance Note on Certification under Investor Education and Protection Fund
Guidance Note on Buy-Back of Securities
Guidance Note on Meeting of the Board of Directors
Guidance Note on Passing of Resolution by Postal Ballot
Guidance Note on General Meetings
Guidance Note on Signing of Annual Return
Guidance Note on Corporate Governance Certificate
Guidance Note on Preferential Issue of Shares
ICSI publications aims at providing framework of best practices, processes and systems of selected topics :
Corporate Governance Modules of Best Practices
Prohibition of Insider Trading Law & Procedure
Practitioner’s Guide to Consumer Protection Law
Referencer on Limited Liability Partnership Bill, 2006
Referencer on MCA21 (including e-forms) with free CD
Handbook on Mergers, Amalgamations & Takeovers Law and Practice
Securities Management and Compliances
Segment wise Role of Company Secretaries
Company Meetings , a Compendium
WTO, International Trade, Joint Ventures and Foreign Collaborators
Are you a Company Director
Doing Business in Thailand
Handbook on Internal Audit of Operations of Depository Participants
Monograph on Position, Duties & liabilities of Directors
Listing Agreement, a Compendium
Delisting Of Securities
Handbook On Arbitration and Alternative Dispute Resolution
“Chartered Secretary” is a leading Corporate journal with articles of high quality on the latest developments in Corporate Laws & General Management. All important and emerging topics are covered – Company Law, Competition Law, Industrial & Labor laws, WTO, Intellectual Property Rights, Corporate Governance, Capital Markets, Mergers & Acquisitions, Securities Management, Joint Ventures, Foreign Collaborations, etc.
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