Though part of the management, a CS should be as observant as an independent consultant would be, says Hemant Pandya, Company Secretary, JM Financial Commtrade Limited. Speaking to Dipta Joshi, he elaborates on the various roles a Company Secretary is expected to play
Hemant Pandya, Company Secretary, JM Financial Commtrade Limited, enjoys his interactions with young aspirants who look forward to a career as Company Secretaries (CS). As a member of several committees of the Western India Regional Council (WIRC) – the zonal arm of The Institute of Company Secretaries of India (ICSI), he has been involved with the student induction and training programmes and is a career development counsellor. Hemant is also writing a book on Company law which will benefit students doing the Company Secretary (CS) course.
Reminiscing about all the research he had to do before opting for the CS course, he says, “I hope my efforts will make life much easier for fresh CS aspirants. I was always interested in taking up CS as a career but in order to be absolutely clear about its prospects, I went through annual reports of reputed companies to read the ‘Notices’ and ‘Directors’ Reports’ drafted by the company secretaries. I even met some company secretaries before taking the plunge.”
Having decided, Hemant made the most out of every opportunity. “During my management training at JM Financial, I had access to Heads of the Group and I watched their style of working. Within one week of my training, I was assigned the job of incorporating a company and was even absorbed in the same after completion of my training,” says he. He also completed his LLB and MBA in Finance to aid his secretarial practice.
Hemant’s next association was with a practicing Company Secretary firm, Mehta & Mehta. According to him, as a partner he handled an assortment of clients and dealt with opportunities which a CS would rarely encounter. Considering the confidential nature of the cases, all he mentions is, “One assignment involved the removal of the Managing Director of a reputed Multinational company (MNC) which has its presence in the agro-business. In another, a shareholder holding five shares had sent a notice for ‘Removal from Directorship’ to a high profile director. This case is particularly memorable because the case involved a reputed stock exchange. I represented the Director and was given a favourable judgment in the second hearing itself.”
Another situation when his CS, legal and people management skills were tested was while handling an assignment as a ‘Scrutinizer’ for a reputed bank. The disputes amongst the bank’s promoters’ inter-se had to be resolved through votes but the situation took a turn for the worse as some people representing a promoter tried creating hurdles and delayed the counting process. He recalls, “Digging into our knowledge of the subject, we could convince them about the law’s stance on the subject and finally complete the scrutinizing exercise in a transparent manner.”
Hemant has always enjoyed the process of interpreting the implications of amendments and regulations. Thus when the Companies Act, 2013 was announced, he decided to rejoin JM Financial Group where he has recently handled a Rights issue and a Private Placement for one of the Group companies.
“This profession has always allowed me to express myself and my thoughts. Besides, the growing importance of Corporate Governance will lead to a bigger role for the CS. The stake holders look up to him with lot of expectations,” observes Hemant.
Hemant believes, though part of the management, a CS should be as observant as an independent consultant would be. According to him, a CS is an internal advisor on whose guidance all other departments like admin, HR, accounts and business depend on, for ethical business practices. Considering the heavy penalties that are being imposed under the new Companies Act, he adds, “I believe, that if the CS does his work efficiently, he can help the business by saving high penal cost and cutting down risks.”
Hemant believes the new Act is a good Act which has changed the way business is conducted. However, he wishes the Act could have been simpler considering that any change is always difficult to get implemented. Says he, “On going through the Act in details one realizes that doing business has now resulted in increased clerical work like filing resolutions with Registrar of Companies (ROC) for operational issues too. I feel routine resolutions like noting of disclosure of interests, etc. should not be filed with the ROC.”
Raising another debatable point he says, “While saving the interest of minority, the Act has taken away the basic rights of a member if he is a related party. Not allowing a related party to vote on special resolutions is in itself taking away their basic right, in their capacity as shareholders.”
However, he welcomes the initiatives taken by various business associations as well as the government’s willingness to bring about changes that will make life easier for businesses.
This should also make life easier for Company Secretaries who keeping in mind the constant changes in the regulations, need to remain updated. Otherwise, Hemant is optimistic about the CS field. Says he, “As the need for corporate governance increases, so will the role of the CS increase.”
This is good news for the new aspirants that Hemant interacts with. However, he has a word of caution for them too, “There are no shortcuts in this field. These days, most management trainees depend on “Google” for their research. Instead they must do a thorough research and go through various books and case laws to come to a conclusion if they want to achieve their goals.” Coming from a career development counsellor, this advice should be paid heed to.
