‘CS is expected to play a role in corporate development too’

Dipta Joshi profiles Sujoy Sircar, Company Secretary, Bajaj Corp and finds out that the biggest challenge is to read and interpret the Companies Act, 2013 correctly as its scope of audit has widened to include all the secretarial functions

Sujoy Sircar’s face lights up when he reminisces about the reaction to his taking up a career as a company secretary.  Few people approved of his choice at a time when opting for a career as a cost accountant was de rigueur. Today, Sircar, Company Secretary, Bajaj Corp says, it turned out to be a pretty smart move.

[alert type=”e.g. warning, danger, success, info” title=””]Name:                           Sujoy Sircar
Current designation:   Company Secretary, Bajaj Corp
Experience:                 15 years plus
Believes in:                  Facilitating business growth within theregulatory parameters[/alert]

“The highest traction the profession (of Company Secretaries or CS ) ever got was during the 90’s,” says Sircar.  It was during this period that the country was opening its economy to the world, the stock markets were having a good run and the IPO (Initial Public Offering) boom had just started. As Indian companies began accessing more public funds, company secretaries were being sought after. In India, every listed company and every public company having a paid-up share capital of Rs 10 crore or more shall have whole-time key managerial personnel (which includes a Company Secretary). Every other company than those above which has a paid-up capital of Rs 5 crore or more shall have a whole-time company secretary. Besides, even annual returns of companies that are listed on the stock exchanges, have to be signed by a practicing company secretary.

Company Secretaries (CS) also have a role in the overall efficient administration of the company. They provide legal advice on everything from financial reports to the board’s regulatory compliance with respect to corporate governance.

And with time, their role has only widened says Sircar. “Though compliance is still the core expertise of a company secretary, his role is no longer limited to compliances only. The CS is expected to bring in more value addition to the table and play a role in corporate development too.”

To underline this fact, Sircar cites the work done by a CS when the company intends floating an IPO. While most believe, floating an IPO equals to getting the public to subscribe to it, but the real job is to get the investors to bet their money on the company’s value. Thus it is up to the CS to convince the investor about the industry background, growth rate and possible market trends for the industry. “This kind of information has nothing to do with compliance. It only provides a holistic view of the whole scenario,” adds Sircar.

So Company Secretaries today are stepping out of their domain and getting conversant with changing trends of the industry that they are in. More often than not, even the sales and marketing decisions taken by the company are based on the CS’s assessment of the industry environment.

“Though compliance is still the core expertise of a company secretary, his role is no longer limited to compliances only. The CS is expected to bring in more value addition to the table and play a role in corporate development too,” says Sujoy Sircar

And this is a fact realized by the Institute of Company Secretaries of India too. The institute which was set up as an Act of Parliament in 1980 to develop and regulate the profession of Company Secretaries in India, has changed its syllabi by incorporating contemporary subjects and increasing the practical training period.  Given that the Institute interacts with Central, State governments, Regulatory Authorities and the various national and regional chambers of commerce with regard to various government policies and legislations, this has been a commendable move.

With passage of time, change is inevitable for all professions. The newly minted Companies Act, 2013 has   far reaching implications on the way a corporate functions. The Act introduces significant changes in reference to issues like governance, e-management, compliance, enforcement, disclosure norms, auditors, mergers and acquisitions. It also includes new concepts such as one-person company, small companies, dormant company, class action suits, registered valuers and corporate social responsibility.

This also means that Company Secretaries will now have to move outside of one’s comfort zone to contribute more to the company’s growth, says Sircar. “The Act casts an onerous responsibility on us and there are going to be material changes in what we did until now. But, we will get used to it. So, even though there was some hesitation initially, it no longer exists.”

But can that hesitation be attributed to the mandatory requirement for secretarial audit, as put down by the Act? Not really, believes Sircar. Most professionally managed companies have always had an internal audit team to scrutinize the work of the Company Secretary’s team. “The checks and balances were always there. Under the 2013 Act, the scope of audit has only widened to include all the secretarial functions. For us this only means revalidating more than we did earlier,” contends Sircar. According to Sircar, the bigger challenge is to read and interpret the statute rightly. The need of the hour says he, is to marry regulatory and business concerns to get the work done.

Representing some of the best corporate houses in the country, Sircar has a word of advice for young entrants into the field. Given that company secretaries are set to play an important part in the company’s growth, they cannot shy away from telling the management what can and can’t be done. His endnote however is, “A Company Secretary must be able to give solutions to the issues he raises.”

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