My views on drafting for CA & CS students?

        I was writing articles whenever I find time on issues touching corporate law, judiciary and also student community in the recent past. I respect knowledge and knowledgeable people. I believe that knowledge is strength and India can claim that it is developed only when we have very good educational standards and truly qualified professionals or manpower. We can not claim that we are economically upfront looking at FDI and outsourcing contracts from developed countries like US. There is nothing to feel proud about that. As labour is cheap in India and as labour force is committed in India, foreign companies choose to invest here using our foreign policy after the policy change in early 90’s. Its all the business strategy of foreign companies. US companies outsource their work to Indian companies on the same logic and nothing to feel proud about all those things unless we are in a commanding position in research and development. There lies the value of true knowledge or real knowledge. Look at our neighboring developing country like China and their concentration on Research and Development, and look small country like Japan and their patented products. So, the world is ahead of us and we need to go a long way. I have just given a brief about the significance of acquiring true knowledge though it is not directly connected to the topic I have selected.  Being the students pursuing elite courses and being the students dealing with core corporate issues, the students must be aware of all that is happening around us.

        I just want to emphasize the significance of drafting to the students and as to how and why they should focus on drafting. 

        When it comes to Chartered Accountants, there may not be much for them to communicate in the course of discharge of their professional responsibilities. They need to prepare an audit report reporting the compliance of provisions of Companies Act, 1956 etc. as we all know. There may not be much drafting work for them if we look at their responsibilities and if we look at the ground reality. But, they too can file the required forms on behalf of the Company with ROC etc. using MCA scheme. With the initiative taken by Ministry of Corporate Affairs, lot of cumbersome procedures is simplified now. When a Chartered Accountant undertakes the job of incorporating a Company, and if it is private limited company, then, he needs to draft articles and at times he may also need to prepare the required resolutions and documents on behalf of the Company. In practice, the Company Secretaries are preferred to discharge most of responsibilities on behalf of the Company barring Accounting work. Discharge of responsibilities on behalf of Companies and dealing with corporate issues, for sure, requires a command over drafting. I am talking about drafting in much general sense which includes corporate communication. I am talking writing basically.  

        When it comes to Company Secretaries, I am sure that, without the skill of good corporate communication and drafting, they may not be respected in Company when they work for companies and they may also not be able to shine in their individual practice without good command over corporate communication and especially drafting. If the company is in a position to engage a Company Secretary though it may not be mandatory for the Company to have a compulsory Company Secretary, I am sure that the Company prefers to engage a Company Secretary to assist the Board in discharge of their day-to-day responsibilities including drafting an agreement on behalf of the Company at times. Company Law is very very complicated and it is so when it is a big company and when it is a listed public company. In view of the stakes involved, corporate communication plays a significant role and a simple mistake committed in the course, will cost a lot in future. I just want to give a simple example.  

Situation: A Company Secretary is asked to reply on behalf of the Company to a demand made by another Company. The Directors or the Board do not give any specific instructions about the time frame for compliance, but, they ask the Company Secretary to reply to the Company saying that they will comply with the Demand.  

Company Secretaries communication can be like: 

1. “Dear Mr._________________, 

          While regretting for the inconvenience if any, we are to inform you that we will comply with your demand. 

Regards, 

Mr.___________,

Company Secretary,

--------------Pvt. Ltd.”

2.  “Dear Mr._________________, 

          While regretting for the inconvenience if any, we are to inform you that we will comply with your demand as soon as possible. 

Regards, 

Mr.___________,

Company Secretary,

--------------Pvt. Ltd.” 

3. . “Dear Mr._________________, 

          While regretting for the inconvenience if any, we are to inform you that we will comply with your demand in the course. 

Regards, 

Mr.___________,

Company Secretary,

--------------Pvt. Ltd.” 

        You may not be able to find the difference in the three replies sent by a Company Secretary, but, there exists a difference in language. While all the text is same, the final words in the body of the text are like “comply with the demand”, “comply with the demand as soon as possible” and “comply with the demand in the course”.  Each wording conveys a different meaning and the people dealing with company affairs should not commit anything unless warranted and should disclose the things required. Its an art and its true that the art of conveyance and also drafting comes with experience.  A Company Secretary discharges variety of functions on behalf of the Company and also we see very frequently Company Secretaries representing their companies before the Tribunals like Company Law Board. Truly qualified advocates are normally good at drafting, but, the advantage with the Company Secretaries is that they are focused on corporate issues mainly.  I can explain the role being played by Company Secretaries in corporate world and I can explain it in simple words too. But, I believe that you are all aware of the role being played by Company Secretaries in actual course. A Company Secretary may not be able to discharge his responsibilities efficaciously, unless, he is truly qualified and talented. He should have good command over corporate communication and also drafting.  Its an art and comes by experience and practice.

        Thus, my advice to CA and CS students is that they should concentrate more on corporate communication and drafting with strong knowledge over subject. One should have good command over language and should get involved into the subject with probing mind and only then, they will succeed in the corporate world and Indian Corporates and industry requires truly qualified professionals.

        My advice for the student community or tips for the student community on drafting is as follows: 

1.    While students get an opportunity to study law, please get involved into the subject and give your best to understand the law. Because, law is not your core subject and you may be branded as a person connected to accounts and as a person connected with ROC filing on behalf of the Companies.  That attitude is there in the minds of students too. But, unless you possess a good knowledge of law, you can not be good draftsmen. Because, only when you know law, you will know as to what to be disclosed and what should not be committed. 

2.    Develop a very good command over language. Some may be very good at spoken English and they may not be good at written skills. But, as a professional dealing with corporate world, you should be good at both and especially should have good drafting skills.  Have a plan while you pursue your course and gain a strong command over language, both written and spoken. 

3.    Practice writing from the beginning and write simple articles or whatever you think. Good drafting comes by practice and it makes one perfect. So, write regularly.  

4.    Understand the logic that drafting is nothing but summarizing the understanding between or among parties and don’t get confused with the usage of traditional language in the model formats.

5.    Be informed that drafting can be in simplest language too.

Note: Though it is a very good topic for discussion, I don’t want to disturb the students during exam time and I have just expressed my views on the subject. Wishing all the best to the student community.