Sunday, October 2, 2016



Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, necessitated that every listed company and every other public company having paid-up share capital of Rs 10 crores or more to appoint the Company Secretary in whole-time employment. All Private companies and such public companies having Paid-up share capital more than Rs 10 crores were required to appoint a Company Secretary.

There are about 40,000 ICSI members as on date (both in practice and in employment).  Listed Companies and Public and Private companies having share capital of more than Rs 10 Crores have been pursuing elusive practices by not appointing company secretaries even though company secretaries are available in excess of demand in the market. Registrar of Companies and SEBI are not taking adequate steps to compel those companies which are required to appoint company secretaries mandatorily to appoint company secretaries and hence, due to this lacunae, young company secretaries who have obtained their membership recently find it difficult to get employment opportunities.

After the implementation of GST, there will be dearth of professionals for advising the assessees and to carry out the auditing and reporting to GST authorities. If company secretaries are allowed to do various activities as in the case Chartered Accountants under GST, they will be filling in the gap of demand side of the professionals for the GST activities.

Presently Company Secretaries are doing the following services:
General Services
Financial Market Services
An in-house legal expert; a compliance officer of the Company.
Public Issue, listing and Securities Management
An expert in corporate laws, securities laws & capital market and corporate governance
Takeover Code, Insider trading, Mergers & Amalgamation

Chief advisor to the board of directors on best practices in corporate  governance
Securities Compliance and Certification Services

Responsible for all regulatory compliances of company
Finance & Accounting Services

Corporate s and strategic manager
Taxation Services & International Trade & WTO Services

The intention of the Indian Government for the recognition and the promotion of the three professional Institutes in India is to courage and develop the required professionals in the respective field so that Indian corporate world and ordinary citizens are benefitted due to their assistances in complying the provisions of the corporate and commercial laws in India.

Hence, by recognising the ICSI members in the GST at par with the Chartered Accountants will help to address the likely shortage of professionals when GST is implemented throughout India with effect from 1st April 2017.

It is submitted that Company Secretaries are playing a critical role in corporate management as well as in practice. Various state governments have acknowledged the significant role being played by the Practising Company Secretaries and authorised them to do VAT Audit and to appear before the appellate authority as the Authorised representative. Securities Exchange Board of India (SEBI) has acknowledged company secretaries as auditor/Internal auditor and the Companies Act, 2013 also recognises the Company Secretaries for carrying out the Secretarial Audit of prescribed class of companies.

The Institute of Company Secretaries of India through its letter dated December 3, 2015 has emphasised the need to recognise the company secretaries for carrying out various activities under GST (Goods and Services Tax Law. ICSI has brought to the notice to the Government of India Reports recognizes/authorises, Chartered Accountants for the following certifications/role:

A. Issue of Certificate certifying the fact of non-passing of the GST burden (Report for GST on refund process).

B. Act as Authorised Representative in the matter of registration under Goods and Service Tax Act (Report on GST Registration).

C. Act as Authorised Representative acting as an agent for the taxpayer (Report on GST Payment Process).

Company Secretaries are well equipped and competent to carry out these certifications and should also be authorised to certify and act as authorised representatives, at par with other professionals.

In view of the vast experience gained by ICSI members in tax laws both Direct and Indirect taxes and to provide wider and cost effective scope for selection of professionals, it is submitted that Company Secretaries be also authorised to act as authorised representative in following areas under GST.

I request the Prime Minister of India Mr Modiji and Mr. Arun Jaitley , Finance Minister of India by giving necessary instruction to concerned department to recognise the role of ICSI members for the certification , auditing and acting as certified representatives of assessees under GST. This will go long way for the development of company secretarial professionals in India and to attract more talented people to the profession in the future. 

No comments:

Post a Comment