ICSI

INTRODUCTION
The Institute of Company Secretaries of India (ICSI) has been constituted under an Act of
Parliament i.e., the Company Secretaries Act, 19! (Act "o.#$ of 19!) to de%elop and
re&ulate the profession of Company Secretaries. The ICSI functions under the 'urisdiction of
(inistry of Corporate Affairs.
The Institute has its head)uarters at "e* +elhi, four ,e&ional Councils at "e* +elhi,
Chennai, -ol.ata and (umbai and /! Chapters spread all o%er India includin& one Chapter
at +ubai.
The affairs of the Institute are mana&ed by the Council of the Institute consistin& of fifteen
elected members and fi%e nominees of the Central 0o%ernment.
ICSI- FUNCTIONS AT A GLANCE
The ICSI1
2 ,e&isters students *ith 1!34 and &raduate )ualifications for 5oundation and
67ecuti%e Pro&ramme of Company Secretaryship, respecti%ely *ith course contents
in Corporate and 6conomic 8a*s, (ana&ement, Accountin&, Ta7ation and 5inance
disciplines9
2 Conducts Company Secretaryship e7amination t*ice a year in :une and +ecember9
2 Pro%ides postal;oral coachin& and trainin& enablin& students to )ualify as Company
Secretaries9
2 Arran&es e<learnin& for students throu&h =eb >ased Trainin&, ?ideo >ased Trainin&
and 8i%e ?irtual Classroom9
2 Arran&es trainin& for 67ecuti%e;Professional Pro&ramme pass students in
companies;*ith Company Secretaries in Practice empanelled *ith the Institute9
2 6nrols )ualified persons as Associate;5ello* members of the Institute9
2 Issues Certificate of Practice to members ta.in& up practice9
2 Conducts Post (embership @ualification Course for members of the Institute9
2 Publishes *idely read and hi&hly acclaimed monthly 'ournal AChartered SecretaryA9
2 Publishes AStudent Company SecretaryA and ACS 5oundation Course >ulletinA for the
benefit of students9
2 Publishes Bnline ACS updateA containin& current notifications and circulars relatin& to
%arious corporate and related la*s9
2 67ercises professional super%ision o%er the members of the Institute both in practice
and in employment in matters pertainin& to Professional 6thics and Code of Conduct9
2 Cnderta.es research in 8a*, (ana&ement, and 5inance and Capital (ar.et
disciplines and brin&s out research publications and &uidance notes9
2 Issues Secretarial Standards and brin&s out 0uidance "otes thereon9
2 ,enders e7pert ad%isory ser%ices to members on intricate issues relatin& to %arious
corporate la*s9
2 Br&anises Professional +e%elopment and Continuin& 6ducation Pro&rammes,
International; "ational;,e&ional Con%entions and Conferences directly or throu&h its
,e&ional Councils and Chapters9
2 Br&anises Professional +e%elopment Pro&rammes in collaboration *ith Chambers of
Commerce, +epartment of Public 6nterprises, sister Professional Institutes and other
Professional +e%elopment; (ana&ement >odies9
2 Interacts *ith %arious "ational and ,e&ional Chambers of Commerce *ith re&ard to
%arious 0o%ernment Policies and 8e&islations9
2 Interacts *ith the Central and State 0o%ernments and ,e&ulatory Authorities on
matters of professional interests9
2 Interacts *ith Company Secretaries Institutions of other countries for mutual benefit
and in respect of the International 5ederation of Company Secretaries9
2 >esto*s ICSI "ational A*ard for 67cellence in Corporate 0o%ernance on best
&o%erned companies9
2 >esto*s 8ife Time Achie%ement A*ard for Translatin& 67cellence in Corporate
0o%ernance into ,eality9
2 5ounder (ember of the "ational 5oundation for Corporate 0o%ernance9
BUILDING OF FUTURE PROFESSIONALS TO GUIDE
CORPORATE INDIA
The ICSI conducts the Company Secretarship e7amination to brin& in hi&h le%el
professionals specialiDed in corporate la*s, mana&ement and &o%ernance. The Company
Secretaryship Course is conducted in three sta&es as under1
Foundation Programme : Candidates *ho ha%e passed Senior Secondary
67amination (1!34) are eli&ible for admission to 5oundation Pro&ramme.
Exeuti!e Programme: 0raduates in any stream e7cludin& 5ine Arts or candidates
*ho ha%e passed the 5oundation 67amination are eli&ible to 'oin 67ecuti%e Pro&ramme.
Pro"e##iona$ Programme 1 A re&istered student is admitted to the Professional
Pro&ramme on passin& the 67ecuti%e 67amination.
The candidates are also re)uired to complete the follo*in& trainin&s1 <
2 Se%en days Student Induction Pro&ramme (SIP) *ithin si7 months of re&istration to the
67ecuti%e Pro&ramme
/! Eours Computer Trainin&
2 6i&ht days 67ecuti%e +e%elopment Pro&ramme (6+P) after passin& 67ecuti%e Pro&ramme 9
2 5ifteen months *hole time trainin& after passin& 67ecuti%e Pro&ramme9
2 5ifteen days trainin& in a specialiDed a&ency such as Bffice of ,e&istrar of Companies,
stoc. e7chan&e, commodity stoc. e7chan&e, financial or ban.in& institution or mana&ement
consultancy firm, etc.9
25ifteen days (ana&ement S.ills Brientation Pro&ramme((SBP).
After successful completion of e7amination and trainin&, a candidate is conferred *ith
Associate (embership of the ICSI.
The Company Secretaryship course is conducted throu&h distance learnin& and
supplemented by oral tuition as *ell as e<learnin&.
CO%PAN& SECRETAR& ' A LEAD PROFESSIONAL
A Company Secretary is defined under the Company Secretaries Act, 19! to mean a
person *ho is a member of ICSI.
Cnder Section 4(F#) of Companies Act, 19#$ GSecretaryH means a Company
Secretary *ithin the meanin& of Section 4(1)(c) of the Company Secretaries Act, 19! (#$ of
19!) and includes any other indi%idual possessin& the prescribed )ualifications and
appointed to perform the duties *hich may be performed by a secretary under this Act and
any other ministerial or administrati%e duties.
Pursuant to Section IIA of the Companies Act, 19#$, companies *ith a paid<up
share capital of rupees fi%e crore or more are compulsorily re)uired to appoint a *hole<time
Company Secretary *ho must be the member of the Institute of Company Secretaries of
India.
T(e Com)an* Seretar*
acts as a %ital lin. bet*een the company and its >oard of +irectors, shareholders and
other sta.eholders and re&ulatory authorities9
plays a .ey role in ensurin& that the >oard procedures are follo*ed and re&ularly
re%ie*ed9
pro%ides the >oard *ith &uidance as to its duties, responsibilities and po*ers under
%arious la*s, rules and re&ulations9
acts as a compliance officer as *ell as an in<house le&al counsel to ad%ise the >oard
and the functional departments of the company on %arious corporates, business, economic
and ta7 la*s9
is an important member of the corporate mana&ement team and acts as conscience
see.er of the company.
Com)an* Seretar* in Pratie
(any of the members of the Institute are in independent public practice.
Cnder section 4(F#A) of the Companies Act, 19#$ Gsecretary in *hole<time practiceH
means a secretary *ho shall be deemed to be in practice *ithin the meanin& of sub<section
(4) of section 4 of the Company Secretaries Act, 19! (#$ of 19!) and *ho is not in full<time
employment.
Com)anie# to o+tain Com)$iane Certi"iate
6%ery company ha%in& a paid<up share capital of rupees ten la.h or more but less than
rupees fi%e crores is re)uired to obtain a compliance certificate from a Secretary in =hole<
time Practice.
SER,ICES RENDERED B& CO%PAN& SECRETARIES
A Company Secretary bein& multi<disciplinary professional renders *ide ran&e of ser%ices.
Cor)orate Go!ernane Ser!ie#
Ad%isin& on &ood &o%ernance practices and compliance of Corporate 0o%ernance norms as
prescribed under %arious Corporate, Securities and other >usiness 8a*s and re&ulations
and &uidelines made thereunder. Company Secretary also assists in de%elopin& a corporate
compliance mana&ement system and social sustainability frame*or..
Cor)orate Seretaria$ Ser!ie#

Promotion, formation and incorporation of companies and matters related here*ith
5ilin&, re&isterin& any document includin& forms, returns and applications by and on
behalf of the company as an authoriDed representati%e
Co<ordinatin& board;&eneral meetin&s and follo*<up actions thereof
All *or. relatin& to Securities and their transfer and transmission
Custodian of corporate records, statutory boo.s and re&isters
Secretarial;Compliance Audit and Certification Ser%ices
Issuin& Compliance certificate for companies not re)uired to employ a *hole<time
Company Secretary
Si&nin& of Annual ,eturn
Bther declarations, attestations and certifications under the Companies Act, 19#$.
Cor)orate La-# Ad!i#or* Ser!ie#
Ad%isin& companies on Compliance of le&al and procedural aspects, particularly under J
S6>I Act, Securities Contracts (,e&ulation) Act and rules and re&ulations made
thereunder
S6>I ,e&ulations and 0uidelines
8istin& A&reement
5orei&n 67chan&e (ana&ement Act
Consumer Protection Act
+epositories Act
6n%ironment and Pollution Control 8a*s
8abour and Industrial 8a*s
Co<operati%e Societies Act
(er&ers , Amal&amations and Strate&ic Alliances
5orei&n Collaborations and :oint ?entures
Settin& up subsidiaries abroad
Competition Policy and Competition 8a* Compliances
IP, Protection, (ana&ement, ?aluation and Audit
+raftin& of 8e&al +ocuments.
Re)re#entation Ser!ie#
,epresentin& on behalf of a company and other persons beforeJ
Company 8a* >oard
"ational Company 8a* Tribunal
Competition Commission of India
Securities Appellate Tribunal
,e&istrar of Companies
Consumer 5orums
Telecom +isputes Settlement and Appellate Tribunal
Ta7 Tribunals and
Bther )uasi<'udicial bodies and Tribunals.
Ar+itration and Coni$iation Ser!ie#
Ad%isin& on arbitration, ne&otiation and conciliation in commercial disputes bet*een
the parties
Actin& as arbitrator;conciliator in domestic and international commercial disputes
+raftin& Arbitration;Conciliation A&reement;Clause.
Pu+$i I##ue. Li#ting and Seuritie# %anagement
Ad%isor;consultant in issue of shares and other securities in India and abroad
+raftin& of prospectus;offer for sale; letter of offer;other documents related to issue of
securities and obtainin& %arious appro%als in association *ith lead mana&ers
8istin& ; delistin& of securities
Pri%ate placement of securities
>uy<bac. of shares
,aisin& of funds from international mar.ets J A+,;0+,;6C>
Actin& as compliance officer under listin& a&reement
Compliance officer for %arious capital mar.et intermediaries.
Ta/eo!er Code and In#ider Trading
6nsurin& compliance of the Ta.eo%er ,e&ulations
6nsurin& compliance *ith S6>I (Prohibition of Insider Tradin&) ,e&ulation, 1994
includin& maintenance of %arious documents
Interna$ Audit o" Ca)ita$ %ar/et Intermediarie#
Internal Audit of +epository Participants
Internal Audit of Stoc. >ro.ers;Tradin& (embers;Clearin& (embers
Internal Audit of Portfolio (ana&ers
Internal Audit of Credit ,atin& A&encies
Certi"iation Ser!ie#
Certification in relation to ,econciliation of total issued capital, listed capital and
Capital held by depositories in dematerialiDed form
Concurrent Audit in case of +emat Account Bpenin&, Control, ?erification of +eli%ery
Instruction Slips
Certification re&ardin& "on< Promoters Eoldin& under clause I# of the e)uity listin&
a&reement
Certification that all transfers ha%e been completed *ithin stipulated time period
under Clause F/ (c ) of the e)uity 8istin& A&reement
Certification re&ardin& compliance of conditions of Corporate 0o%ernance under
Clause F9 of the 6)uity 8istin& A&reement
Certification re&ardin& compliance of conditions of Corporate 0o%ernance under
8istin& A&reement for Indian +epository ,eceipts
Certification re&ardin& maintenance of 1!!K Security co%er under 8istin& A&reement
for issue of +ebt Securities
?arious certifications for tradin& members of stoc. e7chan&es.
Ban/ing Ser!ie#
+ili&ence ,eport and Certification in respect of Consortium ; (ultiple ban.in&
arran&ements made by Scheduled Commercial >an.s;Crban Co<operati%e >an.s
8oan Syndication
8oan +ocumentation
,e&istration of Char&es
Status and Search ,eport.
Finane and Aounting Ser!ie#
Accountin& and compilation of financial statements
=or.in& capital and li)uidity mana&ement
+etermination of an appropriate capital structure
Analysis of capital in%estment proposals
>usiness %aluations prior to mer&ers and;or ac)uisitions
>ud&etary controls
Preparation of Pro'ect ,eports and feasibility studies
Internal Audit.
Taxation Ser!ie#
Ad%isory ser%ices to companies on ta7 mana&ement and ta7 plannin& under Income
Ta7, 67cise and Customs la*s, Ser%ice Ta7 and ?AT etc.
Preparin&;re%ie*in& %arious returns and reports re)uired for compliance *ith the ta7
la*s and re&ulations
,epresentin& companies and other persons before the ta7 authorities and tribunals.

Internationa$ Trade and 0TO Ser!ie#

Ad%isin& on all matters related to IP,s and T,IPs A&reement of =TB
Ad%isin& on matters relatin& to anti<dumpin&, safe&uard duties and counter%ailin&
duties
International Commercial Arbitration
Ad%isin& on and issuin& certificates on 5orei&n Trade Policy and Procedures
Ad%isin& on Intellectual Property licensin& and draftin& of A&reement
Actin& as re&istered Trade (ar. A&ent.
Ad!i#or* Ser!ie# on In"ormation Te(no$og*
Compliance *ith cyber la*s
Conductin& >oard (eetin&s throu&h %ideo<conferencin& and teleconferencin&
Ad%isin& on IT related IP,
+e%elopin& mana&ement reports and controls
(aintainin& statutory records in electronic form
6<filin& of forms ; documents under (CA<41 and other statutory authorities.
%anagement Ser!ie#
Genera$ 1 Strategi %anagement
Ad%isin& on Corporate Social ,esponsibility
Participatin& in formulation of >usiness policy, strate&y and plannin&
5ormulation of Br&anisation Structure
Actin& as mana&ement representati%e to obtain ISB certification
Ad%isin& on sustainability accountin& and reportin&.
Cor)orate Communiation and Pu+$i Re$ation#
Communication *ith %arious sta.eholders, li.e shareholders, 0o%ernment ,
,e&ulators, Authorities ,etc.
Ad%isory ser%ices for >rand e)uity and ima&e buildin&.
2uman Re#oure %anagement
Ad%isin& on industrial and labour la*s
(anpo*er Plannin& and de%elopment
Performance appraisal
(oti%ation and remuneration strate&ies
Audit of E, function
Bffice mana&ement, *or. studies and performance standards
(aintainin& industrial relations
Attainin& cultural inte&ration.
CAPACIT& BUILDING OF CO%PAN& SECRETARIES
Pro"e##iona$ De!e$o)ment and Continuing Eduation
The ICSI throu&h professional de%elopment pro&rammes see.s to impart continuin&
education to its members, to .eep them updated in the %arious de%elopments in the rele%ant
la*s as *ell as corporate and business en%ironment.
Po#t %em+er#(i) 3ua$i"iation Cour#e#
In order to hone up s.ills and e7pertise of its members, the Institute conducts Post
(embership @ualification courses in Corporate 0o%ernance. The Institute is also introducin&
t*o ne* P(@ Courses in Corporate Insol%ency and ,estructurin& and Competition 8a*.
ICSI4S COLLABORATI,E INITIATI,ES
In pursuit of its ob'ecti%e, ICSI has entered into memorandum of
understandin&;a&reement *ith national and state le%el chambers of commerce, stoc.
e7chan&es , mana&ement institutes, professional bodies etc.
ICSI interacts *ith %arious re&ulators
ICSI INITIATI,ES TO PRO%OTE GOOD GO,ERNANCE IN
CORPORATE INDIA
Seretaria$ Standard#
T(e ICSI reogni5ing t(e need "or integration. (armoni5ation and #tandardi5ation o"
di!er#e #eretaria$ )ratie#. (a# on#tituted t(e Seretaria$ Standard# Board 6SSB7
-it( t(e o+8eti!e o" "ormu$ating Seretaria$ Standard#9
The Institute has issued Ten Secretarial Standards as under1
2 SS<1 Secretarial Standard on (eetin& of the >oard of +irectors
2 SS<4 Secretarial Standard on 0eneral (eetin&s
2 SS<I Secretarial Standard on +i%idend
2 SS<F Secretarial Standard on ,e&isters and ,ecords
2 SS<# Secretarial Standard on (inutes
2 SS<$ Secretarial Standard on Transmission of Shares and +ebentures
2 SS</ Secretarial Standard on Passin& of ,esolutions by Circulation
2 SS< Secretarial Standard on Affi7in& of Common Seal
2 SS<9 Secretarial Standard on 5orfeiture of Shares
2 SS<1! Secretarial Standard on >oardAs ,eport.
The Companies >ill, 4!14 proposes compulsory compliance of Secretarial Standard on
(eetin& of the >oard of +irectors and Secretarial Standard on 0eneral (eetin&s. (any
companies today are %oluntarily adoptin& the Secretarial Standards in their functionin&.
ICSI Nationa$ A-ard "or Exe$$ene in Cor)orate Go!ernane
The ICSI "ational A*ard for 67cellence in Corporate 0o%ernance is conferred annually on
companies ad'ud&ed by the :ury as a front<runner in adherin& to the corporate &o%ernance
norms in true letter and spirit. This initiati%e aims at1
,eco&nisin& 8eadership efforts of Corporate >oard in practisin& the corporate
&o%ernance principles in their functionin&.
,eco&nisin& implementation of inno%ati%e practices, pro&rammes and pro'ects that
promote the cause of corporate &o%ernance.
(oti%atin& the corporates in focusin& corporate &o%ernance practices in their
functionin&.
Implementation of corporate &o%ernance norms in true letter and spirit.
The :ury for the ICSI "ational A*ard for 67cellence in Corporate 0o%ernance comprises of
personalities en'oyin& unparallel eminence and reputation in their respecti%e fields.
P%3 Cour#e in Cor)orate Go!ernane
The Institute, as part of capacity buildin& initiati%es conducts Post (embership @ualification
Course in Corporate 0o%ernance. The *ay the course is constructed, concei%ed, shaped
and inspired by hi&h<profile courses abroad that insti&ate self<study, inspired research and
pro<acti%e pursuit of .no*led&e. The course comprises *ritten e7amination in fi%e papers,
submission of dissertation or pro'ect report follo*ed by an inter%ie*.
ICSI4# ot(er Initiati!e# in Cor)orate Go!ernane
+irectorsL +e%elopment Pro&rammes
In%estor 6ducation Pro&rammes
0uidance note on Corporate 0o%ernance Certification
Corporate 0o%ernance (odules of >est Practices
5ounder Trustee of "ational 5oundation 5or Corporate 0o%ernance.
ICSI4S SPECIAL T2RUST ON RESEARC2 AND TRAINING
Centre "or Cor)orate Go!ernane Re#ear( and Training 6CCGRT7
The ICSI established the Centre for Corporate 0o%ernance, ,esearch and Trainin&, at "a%i
(umbai to act as a catalyst or&aniDation in the professional de%elopment of the Indian
Corporate sector.
Training Re$ated Ati!itie#
CC0,T conducts hi&h<end trainin& ; *or.shops for members, students, corporates
and re&ulatory ;0o%ernment >odies.
CC0,T has de%eloped trainin& modules on ACorporate 0o%ernanceL.
CC0,T pro%ides support for collaborati%e trainin& *ith %arious or&aniDations.
CC0,T has introduced annual membership scheme as an in%itation to all
professionals, indi%iduals and corporates to attend a %ariety of Professional +e%elopment
Pro&rammes *ith the con%enience of ma.in& a one time payment.
5ifteen days ,esidential (ana&ement S.ills Brientation Pro&ramme.
Re#ear( Ati!itie#
0enerally policy oriented and applied research of immediate utility to the Company
Secretaries, Corporate Sector ; >an.s ; 5inancial Institutions ; 0o%ernment, ,e&ulatory
Authorities and +e%elopment A&encies.
Br&anises hi&h le%el trainin& pro&rammes for +irectors.
ICSI PUBLICATIONS
The Institute brin&s out *ell researched )uality publications in areas of corporate la*s,
capital mar.et, ban.in&, IP,s, Corporate 0o%ernance, etc. re&ularly for the benefit of the
corporate professionals and trade M industry. Its monthly 'ournal GChartered SecretaryH is
hi&hly rated amon&st the corporate 'ournals.
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