'Company Secretaries Are The Conscious Keepers Of A Company': ICSI President CS B Narasimhan

The Institute of Company Secretaries of India or ICSI, is a premier institution moulding the professional paradigm of the Indian economy.

The role of a 'Company Secretary' or CS has been redefined over the years, and the institution has played a major role in the re-development and the betterment of the corporations in the country.

ICSI National Convention

With the growing size of the economy of the most populous country in the world, the avenues of and the need for erudite and consummate professionals are rudimentary. In such an environment, the ICSI aims to aid the blooming 'India Story'.

The ICSI is conducting its 52nd National Convention of Company in Mumbai. The theme for this year's convention has been noted as 'India @2047: Expanding Horizons for Professionals.' The event will be held at Mumbai's Hotel Sahara Star on 8-9-10 November 2024.

On the eve of the 3-day convention, the top leadership held a press conference in Mumbai. Post the press conference, the President of ICSI, CS B Narasimhan, spoke to the Free Press Journal.

While speaking to the Free Press Journal, the ICSI President touched upon some crucial aspects.

What is the salience and importance of the role of a 'Company Secretary' in this ever-changing corporate paradigm?

Company Secretaries are the conscious keepers of the company. And the role of the CS is to ensure compliance. Compliance has taken the front seat. Non-compliance leads to closure. We have several examples of companies failing to comply with norms and the facing action. One of the most recent example being that of Paytm Payments banks

Today, Company Secretaries have become a key functionary in the corporate pyramid. While their responsibility has been defined under various laws like SEBI, GST, Insolvency, Consumer Protection Act, Depositories Act, Competition Act, Labour and Industrial, Intellectual Property, they have also forayed into the capital markets and financial services.

When it comes to sensitive issues, including the matter of POSH, beyond the structural frameworks, where do you see an actual change in the culture coming from?

Any form of governance should be part of the DNA. It should be and come from within. And that is what we try to focus on and inculcate in our members. The 'need' is emphasised and more importantly, the 'why' it is done. We expect these principles to be embedded in the system of CSs. By virtue of the role in governance, this automatically comes within them. They know the seriousness of the act that is being done and warn the company.

Given the intricate nature of the role that Company Secretaries play in organisations, do you think there is a need for legislation to safeguard and protect CSs?

In difficult situations, the job of the Company Secretary is abide by the law and tell the company what needs to be done and what needs not be done. And more importantly, CS is an officer in default. Given the nature of the role of a Company Secretary, the onus for any undesirable happenings fall on the CS; therefore, it is their responsibility to guide the company in the right direction. If the company fails to adhere to those guidelines, they are the ones who are set to lose.

How do Company Secretaries manage and handle the risks involved with MSMEs and derivation markets?

MSMEs are the centre of the economic happenings in any country, as they provide the most employment. The major issue that SEBI has cautioned investors about when it comes to investing in MSMEs is investing in smaller companies with fewer investors, where the prices are being jacked up without inherent strength.

But this is something seen across the board, and therefore SEBI is tightening the screws on MSMEs and making some major changes. Dervative markets are risky, and they are not meant for smaller investors with limited resources.

Given the complexity of the modern-day corporate world, a certain level of dexterity is almost essential in a CS. How does ICSI look at imbibing that quality in its students?

It is this dynamic role of Company Secretaries that is safeguarding the interests of all stakeholders and for this, Company Secretaries need to have the right attitude and ethics. Entrusted with the crucial responsibility of guiding the board and leadership in pursuit of Corporate Stewardship, Governance and sustainability, Company Secretaries are held in high esteem in the corporate world. Their recent transcendence in areas like ESG, insolvency, valuation, social audit, alternate dispute resolution, etc. has further enhanced their influence worldwide.