Institute of Company Secretaries of India has mailed an “appeal” to its members and student on 1st April 2014. This was not an April Fool Prank. This letter is in public domain and is a public document.
In following paragraph, we will discuss this “appeal”:
“The Institute is a statutory body responsible for regulation and development of the profession of company secretaries in India. It has a well-structured contemporary curriculum and long term rigorous internship which yields well-rounded modern corporate professionals, called company secretaries. It has also a well calibrated continuing professional education programme to ensure that company secretaries remain always on the learning curve and relevant to the needs of the society and the economy.”
Comment: All stakeholder particularly Industry and senior members have responded negatively. Recently passed students are considered as unemployable and this is a known and well discussed fact. Members and students have discussed this issue on all available platforms with ICSI top leadership. This is my humble submission, if members are “always on the learning curve and relevant to the needs of the society and the economy” they need not to protest against new company law regime. Even the Government have lost faith in this profession and better leave the administration of corporate governance in the hand of industry. I understand old members may fail to update and keep themselves to “remain always on the learning curve” but what about new members with fresh learning.
“It has also an elaborate disciplinary mechanism to regulate the conduct of company secretaries and penalise them in case of any misconduct on their part.”
Comment: I fail to see term “professional misconduct”. Whether the institute has blind power to penalise members for “any misconduct”? How many members has been so penalised? Whether this information is publicly available? If so, all members of ICSI shall feel proud and show whole nation their high standard. Alas, we have some taints.
Unfortunately, I am doing my best try to understand significant of these lines in this appeal addressed to members and students. Is it not sound like some sort of warning?
“They have been admirably discharging their responsibilities, particularly the statutory responsibilities, over the years and have earned enviable reputation for professional services both in employment and in practice. In recognition of their services, they have been catapulted as governance professionals under the Companies Act, 2013 which also holds them responsible for compliance with all laws applicable to a company. The Institute and the profession of company secretaries have earned enviable reputation thanks to painstaking efforts by each of us in different capacities for decades.”
Comment: This is also well known fact that all other professionals like Chartered Accountants, Cost Accountants and corporate advocates also contribute in corporate governance of this nation. Even new class of Independent Directors has been introduced to contribute in the corporate governance of the nation. There is no indication of “governance professionals” in the Companies Act, 2013. I acknowledge, a communication from high office of Government regarding this, but never gain any support from members and stakeholders. We are Company Secretary and handling Secretariat of several business and non- profit organizations.
“The Institute is governed by a Council comprising 15 members elected by company secretaries and five members nominated by the Central Government. It is supported by a Secretariat. It serves its stakeholders, including about 35,000 company secretaries who are its members and about 4 lakh students who are pursuing the company secretaryship course, through a network of four Regional Councils / Regional Offices, and sixty-nine Chapter Management Committees / Chapter Offices. The affairs of the Institute are conducted in compliance with the Company Secretaries Act, 1980 and the rules and regulations made thereunder.”
Comment: This is a matter of fact. I want to further add, the institute has mandate to promote corporate governance in India.
“Though utmost effort is made to serve the stakeholders with due care and diligence, it is possible that some of the stakeholders may be unhappy with the process followed at the Institute in taking a decision, with the decision itself, or with the implementation of the decision. It is because the person or authority taking the decision may not have the same perspective as you may have. However, the law provides a mechanism to address the unhappiness.”
Comments: Surely, “the law provides a mechanism to address the unhappiness”, but why a need to take recourse of a redress mechanism? Whenever, an august professional body suggest for “a mechanism”, is not it a hard warning to stakeholders? What this communication says is, “we will do, what we want to do” if you have any grievance, go to redress mechanism. Is it fair? I am afraid, this is not.
“For example, a member not happy with the disciplinary process or its outcome has recourse to the appellate authority. A student unhappy with the services has the recourse to escalate his unhappiness to higher officers in the hierarchy. A citizen not happy with the response of the Central Public Information Officer under the RTI Act, 2005 has recourse to the first and second appellate authorities. Besides, the Institute has Grievance Redressal Cell to address the grievances of members and students. I strongly urge you to use the mechanism available under the law to have your unhappiness redressed.”
Comment: Is this appeal address to disciplinary process or to any grievance with right to information? Is this not better if simple communication sending to members and student or s process chart be posted on web – site of the institute? Is it a simple example, which is really required to explain this appeal?
“Some unhappy stakeholders occasionally resort to posting disparaging remarks about the Institute, its office bearers and its employees on the social networking sites or blogs. This does not help the unhappy stakeholder. Rather it damages the reputation of the Institute and consequently the profession of company secretaries and this adversely affects the interests of all stakeholders, which also includes the person posted such unsavoury remarks. Kindly recall to trials and tribulations of senior members of the profession, under gone in the nascent stage of the profession for its development and in the process brought dignity and glory to the profession and the Institute. We belong to elite class of professionals, intellect and rationality drive our thinking process and it would be best course of action to seek redress with regard to any of grievances and find solutions, within the framework of constitution of the Institute.”
Comment: This communication in foregoing paragraph talk about redress mechanism. If there is any “disparaging remarks”, should not the institute take redress of redress mechanism? Fortunately, there is a law related to defamation. Fortunately all social media platforms, such as Facebook and Twitter also have redress mechanism? I understand, this is an era of media trial and even social media trial also tale place. I join institute to appeal all members, students and other stakeholders not to post disparaging or defamatory remarks. I also appeal institute to ignore such remarks, if any. I agree with institute to advise all of us, “to seek redress with regard to any of grievances and find solutions, within the framework of constitution of the Institute.”
However, this appeal comes in such a time, when many members and students are sharing their concerns about their livelihood and reduced governance standards under the new company law regime. They have to communicate and discuss about all pro and con of latest developments. In such a depressed time social media effectively work towards ready discussion and public opinion. I cannot imagine what will happen when all and each members try to write to the institute directly.
I also want to appeal to the institute, please ensure proper implementation of high governance standard, transparency and stakeholder’s participation. I hope, this may help to reduce grievances of members and institute. We must respect democratic right of free and fair speech each other. A professional institute dedicated to governance may not suggest a course of redress against itself but to reduce grievance.