In short
The Company Secretary qualification in India is awarded by the Institute of Company Secretaries of India (ICSI), a statutory body set up under the Company Secretaries Act, 1980 and working under the administrative control of the Ministry of Corporate Affairs. The route has three examination stages — CSEET (the entrance test), the Executive Programme and the Professional Programme — wrapped around a compulsory practical training period and two residential-style skill programmes, after which a candidate becomes an Associate Company Secretary (ACS). It matters because a Company Secretary is a Key Managerial Personnel under section 203 of the Companies Act, 2013, and a whole-time CS is a statutory requirement for listed companies and for other companies above a prescribed size. This topic is examined in the foundation/orientation papers of the ICSI syllabus itself and in commerce and law degree courses, and it is the first thing asked in any campus interview for a CS trainee, secretarial executive or compliance analyst role. ICSI revises its syllabus, fee and training guidelines from time to time, so every duration, fee and cut-off below should be checked against the current ICSI notification before relying on it for a personal plan.
Explained
The institute, the statute and what the qualification entitles you to
- Statutory basis: the Company Secretaries Act, 1980 constitutes ICSI, maintains the Register of Members, and reserves the descriptions "Company Secretary", "ACS" and "FCS" to its members.
- Regulator relationship: ICSI is under the Ministry of Corporate Affairs (MCA); the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 create most of the statutory work a CS does.
- The Chartered Accountants, Cost and Works Accountants and Company Secretaries (Amendment) Act, 2022 restructured the disciplinary machinery — a Board of Discipline and a Disciplinary Committee each presided over by a person who is not a member, time limits for disposal of cases, and a Coordination Committee of the three institutes chaired by the MCA Secretary.
- Two kinds of CS: an employed CS (in-house, a KMP) and a Practising Company Secretary (PCS) who holds a Certificate of Practice (COP) and signs certifications, secretarial audit reports and appears before tribunals.
- Membership grades: ACS on qualifying and completing training; FCS (Fellow) after the prescribed period of continuous ACS membership (five years) and satisfying the Regulations.
Stage 1 — CSEET (Company Secretary Executive Entrance Test)
- What it is: the entrance test introduced in 2020 in place of the old Foundation Programme; a computer-based, remote-proctored MCQ test written from the candidate's own device.
- Eligibility: pass in 10+2 (any stream) from a recognised board; students who have appeared for the 10+2 examination may register and appear, subject to submitting proof of passing.
- Papers (current syllabus): four papers — (1) Business Communication, (2) Legal Aptitude and Logical Reasoning, (3) Economic and Business Environment, (4) Current Affairs and Quantitative Aptitude.
- Pattern: 50 marks per paper, 200 marks in all, objective multiple-choice, 120 minutes, no negative marking; the earlier viva-voce/presentation component has been removed.
- Passing standard: at least 40% in each paper and 50% in the aggregate.
- Frequency: ICSI conducts CSEET several times a year (typically January, May, July and November sessions) with separate enrolment windows; the exact calendar is notified each year.
- Exemptions from CSEET — these candidates register directly to the Executive Programme: graduates and post-graduates (with the minimum percentage ICSI prescribes, commonly 50%), candidates who have passed the Final examination of ICAI or ICMAI, and holders of the erstwhile ICSI Foundation Programme pass. An exemption fee is payable.
Stage 2 — Executive Programme
- Structure (Syllabus 2022): seven papers in two modules.
- *Module 1:* Jurisprudence, Interpretation and General Laws; Company Law and Practice; Setting up of Business, Industrial and Labour Laws; Corporate Accounting and Financial Management.
- *Module 2:* Capital Market and Securities Laws; Economic, Commercial and Intellectual Property Laws; Tax Laws and Practice.
- Note on currency: the 2022 syllabus is the one under which students registered in recent years are examined; ICSI announces a transition schedule (last examination under the old syllabus, first under the new) whenever it revises. Confirm which edition applies to your registration number.
- Examination: held twice a year, June and December sessions; each paper carries 100 marks. Papers are descriptive, with objective/MCQ components in the papers where the syllabus notification provides for them.
- Admission cut-offs: registration to the Executive Programme must be completed by 30 November to appear in the following June session and by 31 May to appear in the following December session (a shorter one-module window may be allowed in some sessions).
- Passing a module: 40% in each paper and 50% in the aggregate of that module, taken module-wise; a module once passed stands.
- Paper-wise exemption: scoring 60 or more in a paper in a module you did not clear earns an exemption in that paper, carried to later attempts — but the aggregate is then computed on the remaining papers as per the Regulations, and an exemption once availed cannot ordinarily be cancelled.
- Registration validity: the Executive Programme registration is valid for five years and may be renewed/revalidated on payment of the prescribed fee; students whose registration lapses must revalidate before enrolling for examinations.
Stage 3 — Professional Programme
- Structure (Syllabus 2022): eight papers in three modules, the eighth being an elective.
- *Module 1:* Environmental, Social and Governance — Principles and Practice; Drafting, Pleadings and Appearances; Compliance Management, Audit and Due Diligence.
- *Module 2:* Strategic Management and Corporate Finance; Corporate Restructuring, Insolvency, Liquidation and Winding-up; Resolution of Corporate Disputes, Non-Compliances and Remedies.
- *Module 3:* Corporate Funding and Listings in Stock Exchanges; and one elective paper, chosen from a notified list (CSR and Social Governance; Internal and Forensic Audit; Intellectual Property Rights — Laws and Practices; Artificial Intelligence, Data Analytics and Cyber Security — Laws and Practices).
- Open-book paper: the elective is examined on an open-book basis, testing application rather than recall.
- Eligibility to register: pass both modules of the Executive Programme; examination sessions, the 40%/50% passing rule, the 60-mark exemption rule and the five-year registration validity work the same way as at the Executive stage.
Practical training and the skill programmes
- Why it exists: the Company Secretaries Regulations make training a condition of membership — the examination alone does not make a CS.
- Executive Development Programme (EDP): a short classroom programme (of the order of eight days) to be completed after passing the Executive Programme and before commencing practical training.
- Practical training: 21 months of continuous training, commenced after the Executive Programme and EDP, under a PCS or with a company/organisation registered with ICSI for imparting training (a company having a CS or a specified minimum paid-up capital/turnover, banks, PSUs, stock exchanges, law firms and other bodies notified by ICSI).
- Stipend: ICSI prescribes a minimum monthly stipend for trainees, with different floors for training under a PCS and with a company; the amounts are revised by Council and must be taken from the current training guidelines rather than assumed.
- Credit for employment: exemption from part or whole of practical training is available for prescribed prior experience (for example, service in a supervisory capacity in the secretarial/legal/finance department of a company for the period ICSI specifies) — granted only on application and on ICSI's terms.
- Corporate Leadership Development Programme (CLDP): a 15-day programme (the successor to the old Management Skills Orientation Programme, MSOP) taken after completing practical training, and a precondition for applying for membership.
- Compliance obligations during training: registration of the training through ICSI's online portal, quarterly/periodic reports, a training completion certificate from the trainer, and the Programme Credit Hours (PCH) that ICSI requires students and trainees to earn by attending notified programmes.
Membership, practice and continuing obligations
- Becoming an ACS: pass the Professional Programme + complete practical training + complete EDP and CLDP + be 21 years of age → apply for membership with the prescribed fee; the name is entered in the Register of Members and ACS may be used.
- Certificate of Practice: required before practising; a member in employment cannot simultaneously hold a COP except as the Regulations allow, and a PCS is subject to peer review, UDIN (Unique Document Identification Number) for every certification, and ceilings on the number of certifications/secretarial audits that ICSI's guidelines prescribe.
- What only a CS can sign: secretarial audit report (Form MR-3) under section 204 of the Companies Act, 2013; annual return certification in Form MGT-8; the Annual Secretarial Compliance Report under SEBI (LODR) Regulation 24A; certifications under various MCA and SEBI forms; share transfer/reconciliation of share capital audit for listed companies.
- Where a whole-time CS is compulsory: every listed company and every other company having a paid-up share capital of ₹10 crore or more must appoint a whole-time CS as KMP (section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014).
- Where secretarial audit is compulsory: every listed company, every public company with paid-up share capital of ₹50 crore or more or turnover of ₹250 crore or more, and every company having outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.
- Professional standards: ICSI's Secretarial Standards SS-1 to SS-4 (board meetings, general meetings, dividend, board's report), the Code of Conduct in the First and Second Schedules to the 1980 Act, and continuing education credit requirements for members (higher for members holding a COP) — the exact credit-hour numbers are revised by Council.
Key points
- ICSI - statutory body under the Company Secretaries Act, 1980, under the MCA; awards ACS and FCS.
- Three-stage route - CSEET → Executive Programme (7 papers, 2 modules) → Professional Programme (8 papers, 3 modules).
- CSEET - remote-proctored MCQ entrance test, 4 papers × 50 = 200 marks, 120 minutes, no negative marking.
- CSEET pass rule - 40% per paper and 50% aggregate; the viva-voce component no longer exists.
- CSEET exemption - graduates/post-graduates with the prescribed percentage and ICAI/ICMAI Final pass candidates enter the Executive Programme directly on paying the exemption fee.
- Module-wise passing - 40% in each paper and 50% in that module's aggregate; modules can be cleared separately.
- 60-mark exemption - a paper scored 60+ in a failed module is exempted in later attempts.
- Exam sessions - Executive and Professional examinations are held in June and December.
- Admission cut-offs - 30 November for the following June session, 31 May for the following December session.
- Registration validity - five years at both the Executive and Professional stages, renewable on payment.
- EDP - short programme after passing Executive and before starting practical training.
- Practical training - 21 months under a PCS or an ICSI-registered organisation, with a prescribed minimum stipend.
- CLDP - 15-day programme (replaced MSOP) after training; a precondition for membership.
- FCS - Fellow status after five years of continuous ACS membership and the conditions in the Regulations.
- COP - needed to practise; brings peer review, UDIN and certification ceilings.
- Section 203 - whole-time CS mandatory for listed companies and companies with paid-up capital ₹10 crore or more.
- Section 204 - secretarial audit for listed companies and public companies above ₹50 crore capital / ₹250 crore turnover, and companies with ₹100 crore or more bank/PFI borrowings.
- 2022 Amendment Act - restructured discipline for CA/CMA/CS with non-member presiding officers and an MCA-chaired Coordination Committee.
Formulas and examples
Pass condition (any stage) = (marks in every paper ≥ 40% of that paper's maximum) AND (aggregate ≥ 50%)
Paper exemption earned if marks in a paper ≥ 60 (out of 100) in a module not cleared; at CSEET, exemptions are not granted — the whole test is retaken
Minimum marks needed to clear a module = 0.50 × (sum of maximum marks of papers appeared)
Shortfall = Minimum marks needed − Marks obtained
Total route time ≈ CSEET to Executive gap + examination attempts + 21 months practical training (overlapping Professional attempts) + EDP (≈8 days) + CLDP (15 days) + membership processing
Example 1 — CSEET result. A candidate scores Business Communication 22, Legal Aptitude and Logical Reasoning 19, Economic and Business Environment 30, Current Affairs and Quantitative Aptitude 32 (each out of 50).
- Total = 22 + 19 + 30 + 32 = 103 out of 200 → aggregate = 103/200 × 100 = 51.5% (≥ 50% ✓).
- Per-paper minimum = 40% of 50 = 20 marks. Paper 2 has 19 → below the floor.
- Result: fail, despite clearing the aggregate; the full test must be retaken in a later session.
Example 2 — Executive Module 1 (4 papers × 100 = 400). Marks: 45, 38, 62, 55.
- Total = 45 + 38 + 62 + 55 = 200/400 = 50.0% (aggregate just met ✓).
- Per-paper floor = 40. Paper 2 = 38 → fails Module 1.
- But Paper 3 = 62 ≥ 60 → exemption earned in Paper 3, carried forward; next attempt covers Papers 1, 2 and 4 and the aggregate is worked out as per the Regulations.
Example 3 — Executive Module 2 (3 papers × 100 = 300). Marks: 41, 52, 48.
- Every paper ≥ 40 ✓. Total = 141 → aggregate = 141/300 × 100 = 47% (< 50% ✗).
- Minimum needed = 0.50 × 300 = 150; shortfall = 150 − 141 = 9 marks.
- Result: fail on aggregate only, and no paper reached 60, so no exemption — all three papers are rewritten.
Example 4 — timeline planning. A student passes CSEET in the May 2027 session.
- Registers for the Executive Programme by 30 November 2027 → first eligible session June 2028; clears both modules in that session.
- Completes EDP in July 2028 and starts 21 months of practical training on 1 August 2028 → training ends 30 April 2030.
- Writes Professional Programme modules in December 2028, June 2029 and December 2029 while training; clears all three.
- Completes CLDP (15 days) in May 2030 and applies for ACS membership → roughly three years from the CSEET pass. A student who needs extra attempts simply shifts the later dates by six months per missed session.
Example 5 — statutory need for a CS (why the qualification is demanded). An unlisted public company has paid-up share capital ₹30 crore, turnover ₹300 crore and bank borrowings ₹40 crore.
- Paid-up capital ₹30 crore ≥ ₹10 crore → whole-time CS as KMP required (section 203 and the Rules).
- Capital ₹30 crore < ₹50 crore, but turnover ₹300 crore ≥ ₹250 crore → secretarial audit required (section 204); borrowings ₹40 crore are below the ₹100 crore trigger, so that limb is not attracted.
| Feature | CSEET | Executive Programme | Professional Programme |
|---|---|---|---|
| Entry | 10+2 pass/appearing | CSEET pass or exemption (graduate, CA/CMA Final) | Both Executive modules passed |
| Papers | 4 (one test) | 7 in 2 modules | 8 in 3 modules, one elective |
| Pattern | MCQ, remote proctored, 120 min | Descriptive, with MCQ components where notified | Descriptive; elective is open book |
| Marks | 50 per paper, 200 total | 100 per paper | 100 per paper |
| Frequency | Several sessions a year | June and December | June and December |
| Pass rule | 40% per paper, 50% aggregate | Same, module-wise | Same, module-wise |
| Exemption on 60+ | Not applicable | Yes, paper-wise | Yes, paper-wise |
Where it is used
- Listed companies and large corporates (Reliance, Infosys, HDFC Bank, Tata group companies): company secretary and compliance officer under LODR Regulation 6, board and committee meeting management, filings with MCA, SEBI and the stock exchanges.
- PCS firms and secretarial consultancies: incorporations, FEMA and ROC filings, secretarial audit, MGT-8, due diligence for fundraising, NCLT appearances in restructuring and insolvency.
- Banks, NBFCs and insurers: regulatory compliance, RBI/IRDAI returns, governance reporting — roles often titled compliance officer or governance analyst.
- Law firms and Big Four/consulting: corporate secretarial practice, ESG and governance advisory, forensic and internal audit teams that hire CS alongside CA and LLB candidates.
- Start-ups and the CS-trainee market: a CS trainee stipend during the 21-month training is the usual first earning; the training organisation is frequently the first employer.
- Public sector, stock exchanges, insolvency practice: CS members are eligible to register as Insolvency Professionals and Registered Valuers (securities and financial assets) on meeting the IBBI/IPA requirements.
Interview questions
- Q: What replaced the CS Foundation Programme and why? A: CSEET, introduced in 2020, is now the entrance test; it is a short remote-proctored aptitude-style MCQ test rather than a full subject-based stage, meant to screen entrants faster.
- Q: Can a graduate skip CSEET? A: Yes — graduates and post-graduates with the percentage ICSI prescribes, and ICAI/ICMAI Final pass candidates, register directly to the Executive Programme on paying the exemption fee.
- Q: State the passing standard at every ICSI stage. A: At least 40% in each paper and 50% in the aggregate — module-wise at the Executive and Professional stages, and over the whole test at CSEET.
- Q: A student scores 62 in one paper but fails the module. What happens? A: A paper-wise exemption is granted for that paper (60 or more) and carried to later attempts; only the remaining papers are rewritten.
- Q: How long is practical training and when can it start? A: 21 months, commenced after passing the Executive Programme and completing the EDP, under a PCS or an ICSI-registered training organisation.
- Q: What is the difference between EDP and CLDP? A: EDP is the short programme before practical training; CLDP is the 15-day programme after training (replacing the old MSOP) and is a precondition for membership.
- Q: Difference between ACS and FCS? A: ACS is the associate grade on qualifying; FCS is the fellow grade granted after five years of continuous ACS membership and the other conditions in the Regulations.
- Q: Which companies must appoint a whole-time Company Secretary? A: Every listed company and every other company with paid-up share capital of ₹10 crore or more, under section 203 of the Companies Act, 2013 and the Appointment and Remuneration Rules.
- Q: When is secretarial audit mandatory? A: For listed companies, public companies with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more, and companies with outstanding bank/PFI borrowings of ₹100 crore or more.
- Q: Can an employed CS also practise? A: Not freely — practice needs a Certificate of Practice, and a member in full-time employment can hold a COP only within the limits the Regulations and ICSI guidelines allow.
- Q: What is UDIN and why does it matter to a PCS? A: A Unique Document Identification Number generated on ICSI's portal for every certification or attestation, to make the signature verifiable and prevent forged certificates.
- Q: How was the disciplinary process for CS changed recently? A: The 2022 Amendment Act to the CA/CMA/CS Acts gave the Board of Discipline and Disciplinary Committee presiding officers who are not members, set time limits for disposal, and created an MCA-chaired Coordination Committee.
Common mistakes
- Treating the 50% aggregate as sufficient — a single paper below 40% fails the whole module, as in the worked examples.
- Believing CSEET grants paper-wise exemptions; exemptions exist only at the Executive and Professional stages.
- Missing the 30 November / 31 May admission cut-offs and losing six months before the first attempt.
- Letting the five-year registration validity lapse and then enrolling for an examination without revalidation.
- Starting practical training before passing the Executive Programme or before the EDP, so the months are not counted.
- Quoting the superseded structure — "Foundation stage", "MSOP", or the old 15-month training — instead of CSEET, CLDP and 21 months.
- Confusing the section 203 threshold (₹10 crore paid-up capital, whole-time CS) with the section 204 thresholds (₹50 crore capital / ₹250 crore turnover / ₹100 crore borrowings, secretarial audit).
Related topics
Jurisprudence · Interpretation of statutes · Constitutional law · Indian Contract Act basics · Negotiable Instruments Act · Companies Act, 2013 — incorporation and KMP