SERVICES TO BE RENDERED BY COMPANY SECRETARY IN PRACTICE PURSUANT TO THE DECISION OF THE COUNCIL OF THE INSTITUTE UNDER SECTION 2(2)(f) OF THE COMPANY SECRETARIES ACT, 1980 READ WITH REGULATION 168 OF THE COMPANY SECRETARIES REGULATIONS, 1982
The Council of the Institute in its 290th meeting held on 14th October, 2022, pursuant to the powers conferred under Clause (f) of Sub-Section (2) of Section 2 of the Company Secretaries Act, 1980 read with Regulation 168 of the Company Secretaries Regulations, 1982 reviewed its various decisions on the matter and in supersession of all earlier resolutions in this regard passed the Resolutions providing for the services which can be rendered by Company Secretary in practice. The details of the same are as under:
1. All the services allowed to be rendered by Company Secretary in practice for the Company under section 2(2) of the Company Secretaries Act, 1980, shall also be allowed to be rendered for all or any of the business enterprise or entity, individual, Association of Persons (AOP), proprietor, partnership firm, Limited Liability Partnerships (LLPs), Body Corporate or any other regulatory body or authority (hereinafter referred as “entity”).
2. The Council has granted general permission to the Company Secretaries in practice for the following:
A. to render all or any of the services for which a Company Secretary in practice is recognized under any Act, rules, regulations or any other laws for the time being in force.
B. to act as an auditor or carry out due diligence services pursuant to any recognition under any law or engagement by any entity under mutual arrangement or agreement to provide any kind of auditing services or due diligence services including issuing diligence report, search or status report or title search report or the like.
C. to represent or enter appearance for any entity before regulatory bodies, statutory authority, quasi-judicial bodies, commission and tribunals / appellate tribunals, or such other body, where professional engagement is required or agreed.
D. to provide advisory services pertaining to or arising out of any matters including corporate law, commercial law, taxation law, issue legal opinions, implementation of good governance practices, compliance management, Foreign Collaborations, Joint Ventures, business agreements, setting up Joint Ventures/ subsidiaries in India or abroad.
E. to act as an arbitrator, mediator or conciliator for settlement of disputes or being on the panel of arbitrators or representing in arbitration, mediation or conciliation matters, mediator, conciliator under various laws or to provide such other incidental services as may be required.
F. to act as Insolvency professionals, liquidators, bankruptcy trustees, registered value’s, actuaries subject to obtaining certificate of registration, as may be required by regulations framed under respective laws.
G. to render all or any of the services relating to Corporate Social Responsibility as referred under the Companies Act, 2013 such as to act as an advisor, framing of CSR policy, carrying out designing, monitoring and evaluation of the CSR projects, CSR Impact Assessment and to act as promoter, of any entity referred to under Rule 4(1) of the Companies (Corporate Social Responsibility) Policy Rules, 2014 and to carry other related services, mandated under any law or otherwise.
H. to render management consultancy services in all the field including strategic management of business, risk management, industrial relations, human resource management, branding, publicity or public relations, intellectual property rights, cyber laws.
I. to act as IPR agent, ISO Consultant.
J. to render services relating to setting of business entities such as industrial undertakings, plant, factories or any other establishment and to render services pursuant to engagement by any entity under mutual arrangement or agreement relating to expansion or diversification of the business including but not restricted to carrying out feasibility studies, preparation of project reports, business planning, risk management services and other related services.
K. to act as tax consultant in Direct and Indirect Taxes, Foreign Tax and all related services.
L. to manage and assess financial requirements and resources including project finance, working capital finance, forex management, loan documentation, loan syndication and other related services.
M. to act as advisor for issue of any kind of securities or debt instruments, capital market functioning, formulating and implementing all activities relating to capital structure including creation, issue, offer, allotment, placement, procurement, listing of shares, debentures, bonds, deposits, coupons, ADR, GDR, IDR and all types of financial instruments.
N. to undertake teaching assignments or private tutorship relating to professional skills other than specific skills referred under clause (O), so long as the hours during which a Company Secretary in practice is so engaged in teaching shall not exceed average 28 hours in a week irrespective of the manner in which such assignment is described or the remuneration is receivable (whether by way of fixed amount or on the basis of any time scale of pay or in any other manner).
O. to undertake performance/tutorship/coaching or participation in the fairs/exhibitions, with respect to the specific skills attained by the Company Secretary in Practice in areas other than referred to under section 2(2) of the Company Secretaries Act, 1980 such as any sports, astrology, palmistry, dancing, singing, music, acting, yoga, painting or any other skill, without hampering the practice hours, reputation and dignity of the Institute and such engagement under any circumstance shall not exceed 14 hours per week.
P. authorship of books and articles, editorship of business journals or news editorial, print or electronic media.
Q. to undertake evaluation of papers, act as a paper-setter, head examiner, general observer or a moderator for any examination, act as reviewer for various publications, hint answer, study material or any other books, periodicals or publications of similar kind of the Institute or any other educational! academic body.
R. to act as an investment advisor, portfolio manager and distributor of Mutual funds, subject to such compliance or permissions or approvals of any regulatory authority, if required.
S. to act as a real estate agent or insurance agent subject to such compliances or permission or approval of any regulatory authority, if required.
T. to act as Special Executive Magistrate and the like.
U. to hold public elective offices such as M.P., M.L.A., M.L.C., Mayor, Parshad or other elected public offices.
V. to become a member! co-opted member! nominated member of any university! educational institution! statutory body! Government or semi-government organization! Co-operations! trust! society! body corporate and the like.
W. to act as a recovery-consultant in banking and financial sector.
X. to carry out agricultural and allied activities with the help, if required, of hired labor.
III. Company Secretary in practice may establish, constitute, form, acquire, join, run, operate, manage, individually or jointly with any other person(s) or may contribute or give guarantee or hold shares or accept or hold office bearer ship of Company(ies) incorporated under Section 8 of Companies Act, 2013 or LLP or Society(ies) or Trust(s) or any other legal non-commercial or not for profit organization or entity(ies) by whatever nomenclature it may be known ! called, solely for the nonprofit or Charitable purpose or Social Cause.
IV. Company Secretary in practice may hold equity shares, contribute capital and become partner! director! whole time director in Insolvency Professional Entity pursuant to Regulation 12 of Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016.
V. Company Secretary in practice may become:
i. non-executive director !independent director !promoter !subscriber to the Memorandum and Articles of Association of a Company! body corporate, the main objects of which include areas which fall within the scope of the profession of Company Secretaries.
ii. non-executive director! independent director! promoter! subscriber to the Memorandum and Articles of Association of a Company! body corporate, which is engaged in any other business or occupation, provided that such Company Secretary in practice shall not be involved in day to day management of affairs of the Company or Body Corporate and shall not hold more than fifty-one percent (51%) of shares in the share capital! interest! profits of such company !body corporate at any point of time.
VI. Company Secretary in practice may:
i. become designated partner / partner of a LLP or partnership firm, the partners of which are all Company Secretaries in practice, to render all such services which a Company Secretary in Practice is allowed to render in terms of Section 2(2) of the Company Secretaries Act, 1980 read with Regulation 168 of the Company Secretaries Regulations, 1982, such LLP/ partnership firm shall be registered with the Institute in the manner as may be prescribed.
ii. become designated partner / partner of a LLP or partnership firm, which is not engaged in rendering any of the services as allowed under Section 2(2) of the Company Secretaries Act, 1980 and is engaged in any other business or occupation, provided that such Company Secretary in practice shall not be involved in day to day management of affairs of such LLP or partnership firm and shall not hold more than fifty-one percent (51%) of shares in the capital/interest/profits of such LLP or partnership firm at any point of time.
iii. associate in the family business concern/entity, provided that such Company Secretary in practice shall not be involved in day to day management of affairs of such concern or entity and shall not hold more than fifty-one percent (51%) of shares in the capital/interest/profits of such entity or concern.
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