Fees charged by Company Secretary in 2022-23: ICSI Guidance on scale of fees for professional services as approved by the Council of the Institute of Company Secretaries of India (ICSI) at its 266th meeting held on 9th January, 2020.
As on date there are more than 65,000 ICSI members are in practice and employment. Practicing Company Secretaries (PCS) render various value added services to corporate and individual clients under various statutes.
With a view to harmonize the diverse practices followed by PCS while charging professional fees for rendering such services and to provide the guiding principles for fixing the fee, the Practicing Company Secretaries Committee of the Council of The Institute of Company Secretaries of India has issued this Guidance on Scale of Fees for various Professional Services rendered by Practicing Company Secretaries.
This Guidance on Scale of Fees for various Professional Services containing inter alia the scope of various professional services and the guiding principles for fixing the scale of fee would ensure transparency between the client and the PCS and also pave the way for a just and reasonable scale of fees to be charged by professionals on the basis of their experience, expertise, exposure, operational costs, associated risks, penalties for wrong certification and the market forces.
The various professional services rendered by a PCS may broadly be categorised as–
- signing and certification,
- audit,
- advisory or consultancy,
- appearances on behalf of clients,
- any other services, as may be approved by the Council in terms of Section 2(2) of the Company Secretaries Act, 1980.
When clients engage a PCS for a host of professional services, they can choose to hire the PCS on a retainer basis or for a stand-alone project. The retainership basis is a better value for money, but sometimes the client needs proof that it is worth the investment, so the scope of work listed here will enable the PCS to “Charge what you’re worth but prove your worth.”
A standalone project based fee may be preferred when the professional service is concentrated in a particular area.
Before accepting any professional assignment, it would be advisable to the PCS if he, can access his skill sets and the infrastructure at his disposal to fulfil the assignment. The clients will be impressed by the honesty, and the PCS will be wasting less time and his prospects’ time. And, the clients will be more open to paying what the PCS’s really worth.
The PCS may charge fee on any of the following basis:
- Hourly Rate – Expected earning per day / No. of working hours per day
- Daily Rate – Expected earning per day
- Monthly retainer – Expected earnings as a salaried employee per month
- Project based rate (calculated by time) – Time required to complete an assignment x hourly rate or daily rate.
- Value and ROI based – The perceived value creation for the client out of the professional assignment.
The PCS may consider the following factors while determining the quantum of fee to be charged:
- complexity of the assignment.
- time required to complete the assignment.
- risks, penalties for wrong certification (if any) associated with the assignment.
- skill required to undertake and complete the assignment.
- direct and indirect expenses, including overheads.
- opportunity cost analysis.
- fee usually charged by competitors for similar assignment by other professionals.
- time limitations (urgency) imposed by the client.
- the experience, reputation and seniority of the PCS.
- limit on charging of fees under the statute (if any).
It is pertinent to note that Clause 9 of the First Schedule to the Company Secretaries Act, 1980 provides that a Company Secretary in Practice shall be deemed to be guilty of professional misconduct, if he– charges or offers to charge, accepts or offers to accept, in respect of any professional employment, fees which are based on a percentage of profits or which are contingent upon the findings, or result of such employment, except as permitted under any regulation made under this Act.
The professional may fix a minimum base fee for various professional services. A markup on the base fee may be made so as to provide for cost of inflation, value addition on account of professional experience, turnover of the client company, nature of the company whether private, public or listed and the like.
The Illustrative list of weights for putting a markup is as under:
| Description | Factor |
|---|---|
| Cost of Inflation (x) = (Current Year Index/100) | x |
| Compensation for years of experience (0-5 yrs / 6-10 yrs / 11-15 yrs / 16 yrs or more) =y | 0.2 / 0.4/0.6/0.8 |
| Markup on account of Turnover of the client company (uptoRs 1 crore / Rs. 1 core to Rs 5 crore / Rs 5 crore to Rs 10 crore / Rs. 10 crore and above) = z | 0.05 / 0.10 / 0.15 / 0.20 |
| Nature of the company (pvt., public, listed) = t | 0.13 / 0.26 / 0.39 |
| Net markup on base fee (M) | x + y + z + t |
Example:
Project based rate for a professional assignment = Rs. 5000
Current year inflation index = 109
No. of years of experience = 10
Turnover of client = 90 lakh
Nature of company = Private Limited
Net Markup on Base Fee is calculated as under:
| Description | Factor |
|---|---|
| Cost of Inflation (x) = (Current Year Index/100) | 1.09 |
| Compensation for 10 years of experience = y | 0.4 |
| Markup on account of Turnover of the client company= z | 0.05 |
| Nature of the company (pvt. limited) = t | 0.13 |
| Net markup on base fee (M) = x + y + z + t | 1.67 |
Therefore, the Project based rate for a professional assignment after adjustment for the markup would be = 5000 x 1.67 = Rs. 8350/-
Accordingly, the professional fee after providing for the markup would be as under:
- Hourly Rate x M
- Daily Rate x M
- Monthly retainer x M
- Project based rate (calculated by time) x M
- Value and ROI based x M
Fees charged by CS in 2022-23
The following are a few guiding principles to help PCS determine the basis of charging of fees to the clients based on the nature of assignment.
Fees charged by Company Secretary for Company Law Matters:
- Getting Companies registered with the Registrar of Companies within the state or outside the state [Project based rate]
- Acquiring Digital Signature Certificate (DSC)
- Acquiring Director Identification Number (DIN)
- Filling and Filing of eForm
- Name Approval
- Incorporation of the company
- Maintaining necessary records and registers as required under the Companies Act, 2013 [Monthly retainer]
- MGT-1: Register of Members
- MGT-2: Register of Debenture Holders
- Index of Members
- Index of Debenture Holders
- Register and Index of Beneficial Owners
- MGT-3: Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India
- Form SH-2: Register of Renewed and Duplicate Share Certificate
- Form SH-3: Register of Sweat Equity Shares
- Form SH-6: Register of Employee Stock Options
- Form SH-10: Register of Shares or Securities Bought Back
- Register of Directors and KMPs
- Register of Deposits
- Form CH-7: Register of Charges
- Form MBP-2: Register of Loans/Guarantee/Security and Acquisition by Company
- Form MBP-3: Register of Investments not held in its own name
- Form MBP-4: Register of Contracts or Arrangements in which Directors are interested
- Board Meeting Minutes Book
- General Meeting Minutes Book (i.e. AGM, EGM, Postal Ballot, Creditors Meetings, Debenture holders Meetings)
- Books of Accounts/Financial Statements
- Register of Directors Attendance at Board/Committee Meetings.
- Preparing and filing necessary documents including Annual Reports etc. with Registrar of Companies [Hourly Rate / Monthly Retainer]
- Form 23AC: For filing Balance Sheet (applicable to all Companies other than select class of Companies)
- Form 23ACA: For filing Profit & Loss Account (applicable to all Companies other than select class of Companies)
- Form 23AC-XBR: For filing Balance Sheet in XBRL format (applicable to select class of Companies)
- Form 23ACA-XBRL: For filing Profit & Loss Account (applicable to select class of Companies)
- Form 20B: For filing Annual Return by Companies having share capital
- Form 66: For filing Compliance Certificate by Companies having paid up capital of Rs. 10 lakh – Rs. 2 crore
- Form 21 A : For filing Annual Return by Companies not having share capital
- Form AOC-4 : For filing financial statement and other documents (For FY start on or after 01.04.2014)
- Form AOC4- CFS: Form for filing statement containing salient features of consolidated financial statement of a group (For FY start on or after 01.04.2014)
- Form AOC4-XBRL: For filing XBRL document in respect of financial statement and other documents (For FY start on or after 01.04.2014)
- Form MGT-7: Form for filing Annual Return by Companies having share capital (For FY ending on or after 01.04.2014)
- Pre-scrutiny of eForms
- Filling and Filing of eForms
- Rectification in eForms
- Consultancy on various Company Law Matters [Hourly Rate]
- Change of name, objects, registered office, etc. [Hourly Rate]
- Consulting Services [Hourly Rate]
- Initial Public Offer (IPO) or Public Issue related consultancy and support services [Hourly Rate]
- Hiring a merchant bank
- Drafting the Red Herring document
- Going on road show
- Pricing the IPO
- Making available to public
- Going through with the IPO
- Issue based consultancy to Large scale Companies and Listed Companies [Project based rate]
- Services of a Company Secretary on retainer basis to small and medium scale companies for which mandatory appointment of Company Secretary is not required. [Monthly Retainer]
- Drafting statutory documents [Project based rate]
- Liaison with regulatory authorities viz. Registrar of Companies, Regional Director, etc. to obtain clearances and approvals under the Companies Act, 2013. [Value based rate]
- Amalgamation, Merger and Restructuring [ROI based rate]
- Due diligence of companies [Value based rate]
- Devising Compliance Management System [ROI based rate]
- Winding-up and striking-off the name of Company [Project based rate]
- Petitions to Regional Director for Compounding of Offences [Project based rate]
- Petitions to NCLT / NCLAT [ROI based rate]
- Secretarial Audit under Section 204 of the Companies Act, 2013 [Project based rate]
- Signing and Certification of Annual Return under Section 92 of the Companies Act, 2013. [Hourly Rate]
- All services which can be provided by a Company Secretary as per the Companies Act. 2013 [Hourly Rate]
- Legal Compliance Management System: Devising Legal Compliance management system across the organization. [ROI based rate]
- Legal Drafting: Drafting/Vetting of documents, such as notices of general meetings, resolutions to be passed at board and general meetings. [Hourly Rate]
- Joint Ventures: Advice on and drafting of Joint Venture/Shareholders/Technical Collaboration Agreements, And other special or general documents, such as agreements, deeds, guarantees, indemnities, etc. [Hourly Rate]
- Corporate Restructuring: Advice on capital restructuring, merger, amalgamation, demerger, issue of capital, debentures, etc., reduction of capital,, buy-back of shares, variation of shareholders’ rights, etc. [Hourly Rate]
- Making declaration that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with [Hourly Rate]
- Certifying annual return of listed company [Hourly Rate]
- Certifying annual return of a company having a turnover of fifty crore rupees or more [Hourly Rate]
- Certifying that the merger and amalgamation scheme is being complied with in accordance with the orders of the Tribunal [Hourly Rate]
- Certifying that the buyback of securities has been made in compliance with the provisions of the Companies Act, 2013 and rules made thereunder [Hourly Rate]
- Internal Audit of Companies [Project based rate]
- Declaration that the draft memorandum and articles of association have been drawn up in conformity with Section 8 of the Companies Act, 2013 and rules made thereunder [Hourly Rate]
- Acting as scrutinizer for e-voting process [Daily Rate]
- Certifying half yearly return of Nidhi company [Hourly Rate]
- Certifying return of statutory compliances with the Registrar filed by Nidhi Company [Hourly Rate]
- Overseeing the compliances related to issue of depository Global Depository receipts and to provide compliance report [Project based rate]
- Pre-certification of e-forms under the Companies Act, 2013 [Hourly Rate]
- Pre-certification of E-forms under the Limited Liability Partnership Rules, 2009 [Hourly Rate]
Securities Laws Matters
- Advice on requirements and compliance under various Regulations and Guidelines issued by SEBI, such as Take-over Regulations, Insider Trading Regulations, Disclosure & Investor Protection Guidelines, Guidelines on Preferential Allotments, Debenture Trustees Regulations, Prohibition of Fraudulent Trading & Unfair Trade Practices Regulations, Buy-back Regulations, etc. [Hourly Rate]
- Stock Exchange Regulations and Requirements under Listing Agreement [Hourly Rate / Monthly Retainer]
- Requirements of Corporate Governance Code under Listing Agreement [Hourly Rate / Monthly Retainer]
- Representations to SEBI [Hourly Rate / Monthly Retainer]
- Appearance before Securities Appellate Tribunal [Monthly Retainer]
- Certificate under Regulation 40(9) of SEBI (LODR) Regulations, 2015 that all certificates have been issued within thirty days of date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls / allotment services. [Monthly Retainer]
- Half yearly Certificate under Regulation 56(1)(d) of SEBI (LODR) Regulations, 2015 regarding maintenance of hundred percent, asset cover in respect of listed non convertible debt securities [Monthly Retainer]
- Certificate of compliance to an investment adviser under SEBI(Investment Advisers) Regulations, 2013 [Monthly Retainer]
- Certificate of compliance conditions for listing on SME platform of BSE Ltd. [Monthly Retainer]
- Compliance Certificate regarding compliance of conditions of Corporate Governance in terms of Schedule V of SEBI (LODR) Regulations, 2015 [Hourly Rate / Monthly Retainer]
- Annual audit of Research analyst or research entity in respect of Compliance with Regulation 25(3) of SEBI (Research Analysts) Regulations, 2014 [Project based rate]
- Quarterly certificate with regard to reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialised form in terms of Regulation 55A of SEBI (Depositories Participants) Regulations, 1996 [Monthly Retainer]
- Internal Audit of Portfolio Managers in terms of SEBI’s Circular IMD/PMS/CIR/1/21727/03 [Project based rate]
- Internal Audit of Stock Brokers / Trading Members / Clearing Members in terms of SEBI’s Circular MRD/DMS/CIR-29/2008 [Project based rate]
- Internal Audit of Credit Rating Agencies in terms of SEBI’s Circular SEBI/MIRSD/CRA/Cir-01/2010 [Project based rate]
- Internal Audit of operations of the Depository Participants [Project based rate]
- Concurrent Audit in case of Demat Account opening, control and verification of delivery instruction slips [Project based rate]
- Certification regarding issuance of securities to more than 49 and upto 200 investors in case of deemed public issue in terms of SEBI’s circular No. CFD/DIL3/CIR/P/2016/53 [Hourly Rate]
- Acting as financial valuer under SEBI (Infrastructure Investment Trusts) Regulations, 2014 [ROI based]
- Acting as financial valuer under SEBI (Real Estate Investment Trusts) Regulations, 2014 [ROI based]
Fees charged by Company Secretary for FEMA Matters
- Consultation and Advisory Services [Hourly Rate/ Monthly Retainer]
- Setting up of Joint Venture Company in India [Project based rate]
- Setting up of Wholly Owned Subsidiaries and Joint Venture Companies Abroad [Project based rate]
- Opening of Liaison, project and branch offices in India [Project based rate]
- Drafting of foreign collaboration / joint venture / technology transfer agreement etc. [Hourly Rate]
- Liaison with Reserve Bank of India / Secretariat of Industrial Approvals / Foreign [Value based rate]
- Investment Promotion Board etc. and obtaining necessary approvals [ROI based]
- Permissions for External Commercial Borrowings [ROI based]
- Obtaining various permissions from RBI under FEMA [ROI based]
Fees charged by Company Secretary for GST and Custom
- Registration of units / Companies under Goods and Service Tax Act, 2017 [Project based rate]
- GST consultancy on retainer basis to large, medium and small units [Monthly Retainer]
- Devising system for proper Compliance of GST law and procedures and Continuous monitoring of the system GST Refunds [ROI based rate]
- GST Audit Support (GSTR-9-C) [Monthly Retainer]
- GST consultancy on case to case basis Attending show cause notices and presentation of case before GST and Excise and Service Tax Authorities viz. Assistant Commissioner, Commissioner, Central Excise Service Tax Appellate Tribunal etc. [Monthly Retainer]
- SVB Matters under Customs Act and Adjudication [Monthly Retainer]
- Registration Under EOU and STPI Schemes [Project based rate]
Fees charged by Company Secretary for Taxation Matters
- Acting as authorised representative before the Income Tax authorities [Monthly Retainer]
- Acting as authorised representative under Rule 2(d)(i) of the Authority for Advance Ruling (Customs, Central Excise and Service Tax) Procedures Rules, 2005 [Monthly Retainer]
- Acting as authorised representative before the Customs, Excise and Service Tax Appellate Tribunal [Monthly Retainer]
- Appearing as authorised representative before VAT authorities [Monthly Retainer]
Fees charged by Company Secretary for NCLT Matters
- Drafting and filing of Petitions / replies/ applications in the matters of section 241– 242 of the Companies Act, 2013 (Oppression and Mismanagement). [Project based rate]
- Making appearances before NCLT in all matters including matters pertaining to Shareholders’ disputes, Merger and Amalgamation (M & A), Liquidation of the companies, Revival of companies, Compounding, Investigation of the affairs of the company, Insolvency and bankruptcy Code. (IBC) [Daily Rate]
- Representing / Arguing on behalf of Creditors in the matters M & A. [Daily Rate]
- Acting as Administrators / mediators for settlement of disputes. [Daily Rate]
Fees charged by Company Secretary for Insolvency and Bankruptcy Code (IBC) Matters
- Making Public Announcement of Corporate Insolvency Resolution Process [Project based rate]
- Inventory of the claims from the creditors viz. financial, operational, workmen and employees and others [Hourly Rate]
- Formation of Committee of Creditors (CoC) [Hourly Rate]
- Issue of notice and conducting First meeting of CoC [Hourly Rate]
- Other roll as IRP as per the provisions of IBC, 2016 [Daily Rate]
- Appointment of Valuer for determination of fair value and liquidation value of the corporate debtor [Hourly Rate]
- Drafting of Information memorandum [Project based rate]
- Inviting resolution applicants for putting forward resolution plan along with the evaluation matrix [Hourly Rate]
- Conducting meetings of CoC as and when required [Daily Rate]
- To examine each resolution plan submitted by Applicant, with regard to all aspects, as laid down in IBC, 2016 including its implementation and supervision [Project based rate]
- Defending claims against the company with NCLT/ NCLAT [Daily Rate]
- To submit the resolution plan to Adjudicating Authority [Hourly Rate]
- Any other act as required as per the provisions of IBC, 2016 [Monthly retainer]
Fees charged by Company Secretary for Customs Law and EXIM Policy Matters
- Obtaining Import Export License, Advance License and other Licenses [Project based rate]
- Guidance on Export Procedures [Monthly retainer]
- Setting up of 100% Export Oriented Units/ Software Technologies Park [Monthly retainer]
- Registration with Export Promotion Council [Project based rate]
- Obtaining Importer Exporter Code [Project based rate]
- Export Incentives [Project based rate]
Fees charged by CS for Foreign Trade Policy Matters
- Certificate for issue of EPCG authorisation [Project based rate]
- Certificate for EPCG Redemption [Project based rate]
- Certificate showing sales turnover of ammunition (indigenous and imported) during the preceding three licensing years [Project based rate]
- Certification in respect of Application for Grant of Status Certificate [Project based rate]
- Certificate in respect of application for Served from Indian Scheme [Project based rate]
- Certificate for Agriculture Infrastructure incentive scrip under VKGUY [Project based rate]
Fees charged by CS in Practice for Banking and Financial Matters
- Company Law Consultancy [Monthly retainer]
- Consortium Bank Finance-Legal Due Diligence [Project based rate]
- Limited Review Due Diligence [Project based rate]
- Registration of Charges for Banks [Hourly Rate]
- Getting Search of documents filed with Registrar of Companies [Hourly Rate]
- Issuing Diligence Report for Banks in terms of RBI Circular DBOD No.Bp.BC.Pc.46/08.12.001/2008-09 [Value based rate]
Fees charged by CS in Practice for Other Matters
- Acting as authorised representative before the Competition Commission of India and Competition Appellate Tribunal [Daily Rate]
- Acting as authorised representative before the Central Electricity Regulatory Commission [Daily Rate]
- Acting as authorised representative before the Telecom Disputes Settlement and Appellate Tribunal [Daily Rate]
- Certifying that the company has complied with all the requirements relating to registration fees, share capital, deposits and other requirements of the IRDA Act, 1999 [Hourly Rate]
- Acting as authorised representative before the Board of Approval under the Special Economic Zones Rules, 2006 [Daily Rate]
- Acting as Trade Marks Agent [Hourly Rate]
- Certifying the documents for other Service Providers Registration for the entities which propose to provide the services such as Teel-banking, Tele-medicine, Tele-trading, E-commerce, call centres, etc. [Hourly Rate]
- Certification regarding paid-up capital and net-worth under the Guidelines for Grant of Unified License (Virtual Network Operators) [Hourly Rate]
- Internal Audit of Custodian Securities on Quarterly basis under PFRDA (Internal Audit of Custodian Securities) Guidance Note [Project based rate}
- Acting as authorised representative before the Appellate Tribunal or a the Regulatory Authority or the adjudicating officer under the Real Estate (Regulation and Development) Act, 2016 [Daily Rate]
- Third Party Certification / Audit for Department of Labour, Government of Haryana [Hourly Rate]
- Third Party Certification under transparent inspection policy of Department of Labour, Government of Haryana [Hourly Rate]
- Certifying for Registration along with Articles of Association, Memorandum of Understanding, Details of Promoters / Partner / Shareholder, Net worth, Paid up Capital, Foreign Direct Investment in the company for the purpose of Application to Department of Telecommunications for Grant of Unified License (Virtual Network Operators) / Authorisation for Additional Services [Hourly Rate]
- Certification for prescribed revenue details, latest profit and loss accounts, balance sheet and actual tax payment including service tax for previous financial year and the amount of advertisement revenue generated by the Private FM Radio Stations during the financial year preceding the date of application. [Hourly Rate]
Immunity
The Practicing Company Secretary (PCS) shall be at liberty to determine his own scale of fee for rendering professional services. This guidance shall only be treated as guiding principles while fixing the fee. The PCS shall not incur any liability under the Code of Conduct as laid down under Schedule I & II of the Company Secretaries Act, 1980 and the Regulations framed thereunder, by reason of digression with this guidance.