Company

Company Secretaries
Secretaries

Catalyst
Catalyst for
for Good
Good
Corporate
Corporate
Governance
Governance
 POSITION OG COMPANY
SECRETARY
May be held liable for default in holding the statutory meeting and filing the statutory report
•
under section 165, for default in registering certain resolutions and agreements required under
section 192.
He will be punishable with imprisonment if he falsifies the books of the company or if he
•
willfully and unknowingly makes a material false statement in the balance sheet or in certain
returns, certificates, or other documents of the company which is being wound up
misfeasance proceedings may also be taken against him in a winding up if he has misapplied
•
any money or property of the company or has been guilty of breach of trust.
Company
Company Secretary
Secretary

Company Secretary is the officer of the

company who aligns various
management functions with company
policies, ensures compliance of all
applicable laws and endeavours to
develop mutual trust between various
stakeholders for sustainable growth of
the company.
 originated from the Latin word

‘secretarius’

COMPANY
COMPANY SECRETARY
SECRETARY

A person to whom a SECRET is entrusted. It reflects

the confidentiality of the role and the trust placed on the
position.
SECRET
is always MOST IMPORTANT
STRATEGIC DECISIONS
are MOST IMPORTANT
COMPANY SECRETRY
provides inputs for STRATEGIC DECISIONS

COMPANY SECRETRY
advises on MANAGEMENT

COMPANY SECRETRY
advises on COMPLIANCES

COMPANY SECRETRY
advises on BUSINESS ETHICS
Company
Company Without
Without Company
Company Secretary
Secretary

Company
Policies
Management Regulatory
Functions Compliances

NO COORDINATION
dna s ci ht E

In the
t s ur Tl a ut u M

COMPANY
Company
Company With
With Company
Company Secretary
Secretary

Company
Policies

Management TH
Functions OW
GR
TE
Regulatory
RA
Compliances
PO
OR COMPANY SECRETRY
Ethics and
C aligns everything to
Mutual Trust CORPORATE GROWTH
Company
Company Secretary
Secretary is
is Vital
Vital Link
Link

INVESTORS

GOVT &
BOARD
REGULATOR

COMPANY
SECRETARY

OTHER EMPLOYEES
STAKEHOLDERS

PUBLIC
COMPANY SECRETARIES ACT 1980
 “The profession of Company
Secretaries has an important
part to play in the introduction
of professionalism in the area of
corporate management”

Shri P Shiv Shankar, the then Minister of Law,

Justice and Company Affairs while moving the
Company Secretaries Bill, 1980
Profile
Profile of
of CS
CS Under
Under the
the Act
Act
Sub-section (2) of Section 2
(b) “Perform or performs services in relation
to promotion, forming, incorporation,
amalgamation, reconstruction, reorganisation
or winding up of the Companies”

These are the areas of Strategic Management

and require extensive research, analysis,
innovation, negotiation, documentation, etc.
Profile
Profile of
of CS
CS Under
Under the
the Act
Act
Sub-section (2) of Section 2
(c) (i) “Authorised Representative of a company
with respect to filing, registering, presenting,
attesting or verifying, any documents by or
on behalf of the company”

Authorised representative does not mean

representation before government and regulatory
authorities only
Representation is also made to Investors, business
partners, banks and money lenders, media,
arbitrators, customers, suppliers, … the list is very
long
Profile
Profile of
of CS
CS Under
Under the
the Act
Act
Sub-section (2) of Section 2
(c) (i) “Secretarial Auditor or Consultant”

It is Audit of Secretarial Function.

Secretarial function now encompasses

compliance of all laws applicable to the
company and adherence to good corporate
governance norms.
Profile
Profile of
of CS
CS Under
Under the
the Act
Act
Sub-section (2) of Section 2
(c) (vi) “Advisor to company on MANAGEMENT,
including legal or procedural matters falling
under any law for the time being in force”

General Management includes Leadership and

Strategic Management

Various Management Function in which we provide

our services include Legal, Financial, HRD,
Marketing, Production, Information Technology,
Infrastructure, R&D, Quality, etc.
COMPANY SECRETARY
plays a WIDER ROLE
COMPANY SECRETARIES
Have WIDER KNOWLEDGE
Education
Education
Management Coverage Legal Coverage
• Management of Affairs of • General and Commercial
Board and its Committees Laws
• General Management • Company Law
• Corporate Restructuring
• Securities Laws
• Management, Operational
and System Audit • Tax Laws
• HRD and Industrial • Industrial and Labour Laws
Relations
• Economic Laws
• Finance and Accounting
• Cost Management • IPR Laws
• Management Information • Environmental Laws
System • Infrastructure Relating Laws
• Quantitative Techniques
• Other Laws
• Corporate Communications
Pre-membership
Pre-membership Training
Training

15 months training in
– approved companies or
– practising company
secretaries

15 days training in a 15 days Secretarial Modular

specialised agency
– Registrar of Companies
– Stock Exchanges
– Financial Institutions
– Management Consultants
Training Programme or the
SMTP to
– develop leadership qualities
– inter-personal relations
– decision making skills
Continuing
Continuing Education
Education

Special Programmes on:

– Corporate Governance
– Capital Market
– Corporate Laws
– Other Areas Regular Programmes
– Conventions and Conferences
– Seminars and Workshops
– Study Circle Meetings
Collaborative Programmes with
– Government and Regulators
– Industry Associations
– Chambers of Commerce
– Sister Professional Bodies
Monthly
Monthly Updates
Updates

Containing
• Articles on
- Corporate Governance
- Corporate Laws
- Management
• Corporate Miscellany
• Case laws
• Notifications
• Point of View
• Prized Queries
QUALITIES
of COMPANY SECRETARIES
Company Secretaries are
Built on

Independence

Ethics
Excellence
Company Secretaries are Stitched
to ICSI Values

Integrity
Collective
Wisdom
Service
Innovation
CS
CS Uses
Uses 3
3 Cs
Cs
• Creativity – Innovation is the critical success
factor
• Confidence – Belief in Self (Yes, I Can Do It)
• Communication – It is Communication that
creates opportunities and CS uses it
effectively while dealing with stakeholders
COMPANY SECRETRY
advises on CORPORATE GOVERNANCE
PRACTICES AND PROCESSES
Corporate
Corporate Governance
Governance

”Corporate Governance is the

application of best management practices,
compliance of law in true letter and spirit
and adherence to ethical standards for
effective management and distribution of
wealth and discharge of social responsibility
for sustainable development of all
stakeholders”
-ICSI
 We strive for
Excellence in
Corporate Governance
because
Best Governed Companies excel even in
turbulent times
For example, companies that have won
 ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2001

Infosys is amongst the best-governed companies in India and it has

grown significantly even when many IT companies have vanished.
 ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2001

BSES has consistently earned high returns, increased its net worth
and enhanced its shareholders wealth for so many decades.
 ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002

Dr. Reddy Lab’s strong research and development, combined

technical excellence with professional management and best HR
policies has brought it amongst highly respected companies in
India.
 ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002

TISCO is one of the lowest cost steel producers in the world and is
amongst the most profitable steel companies. Its corporate
sustainability model and ethical dealings with customer, government
and business partners makes this possible.
 ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002

IBP has maintained and updated its professional management

culture, system and processes. The thrust of its human resource
policies is to develop people into ‘achievers’ than just ‘performers’.
These examples tell us
Good Corporate
Governance

is key to Growing
Profits and
Reputation
ADDITIONAL MATERIAL
QUALITIES
of
COMPANY SECRETARIES
Knowledge
Knowledge of
of Business
Business
• Vision, Mission and Policies of the Company
• Products Range of the Company
• Specialty About Industry
• Business Scenario – Both Domestic and
International
• CMIE and Stock Exchange Statistics
• Competitive Intelligence
• Applicable Laws
• Future Outlook
CS
CS Provides
Provides PQRS
PQRS
• Productivity – Company Secretaries use
resources in most profitable manner
• Quality – Company Secretaries do not
compromise on quality
• Reliability – Company Secretaries exhibit
trust and loyalty to company all the time
• Service – Due to wider knowledge CS
provide Value Added Services with courtesy
and smile
Periodical
Periodical SWOT
SWOT Analysis
Analysis
• Strengths: What are our strengths?
• Weaknesses: What are our weaknesses?
• Opportunities: What are new opportunities?
• Threats: What are new threats?

So that
Company can CHANGE with the TIME
Use
Use Technology
Technology to
to Beat
Beat
Technology
Technology
• Extensively using Internet and E-commerce
• Knowledge of Enterprise Resource Planning
(ERP)
• Using ERP and CRM in Practising Firms
• Using Data Warehousing and Data Mining
Tools
• Discovering Computer Based Complex
Business Analysis Models
There are many more...
Excellence in
Corporate Governance National
Excellence
leads to National
Excellence
Social
Excellence

Corporate
Excellence

Excellence in
Corporate
Governance
KNOWLEDGE
from ICSI PUBLICATIONS
Secretarial
Secretarial Standards
Standards

Objective: “To integrate, harmonise, and

standardise the diverse secretarial practices
for good corporate governance.”
ICSI is the only professional body in the world to issue Secretarial Standards

Secretarial Standards are Secretarial Standards issued by

developed: the ICSI:
• in a transparent manner • SS-1 Meetings of the Board of
• after extensive research Directors
• after taking views of • SS-2 General Meetings
corporates, regulators and the • SS-3 Dividend
public at large Guidance Note on Passing of
Resolution by Postal Ballot
Model
Model Formats
Formats for
for CG
CG Reporting
Reporting

• Original research covering

1700 companies

• Covering best practices

and formats for better
Corporate Governance
CG
CG Evaluation
Evaluation Methodology
Methodology
MANAGEMENT
• Leadership & Strategy
• Competence
• Decision Making
RESPONSIBILITY TO CUSTOMERS
• Organisational Climate
• Good Manufacturing/Services
ETHICS Practices
• Written Code • Customer Satisfaction
• Corporate Social
Responsibility
• Good Business practices
FINANCIAL PERFORMANCE
• Wealth Creation
CREATIVITY AND INNOVATION • Wealth Management
• New product/Services • Wealth Distribution
• R & D Initiatives
• Other Innovations
DISCLOSURE STANDARDS
• Adequacy and
Compliances
• Better Standards
CONTRIBUTION IN VARIOUS
DEPARTMENTS
 SECRETARIAL
STRATEGY AND LEGAL

FINANCIAL AND
ACCOUNTS
Company HUMAN
Secretary RESOURCES
deals
CORPORATE with all
COMMUNICATION departments
R&D AND
PRODUCTION
INFORMATION
MARKETING
TECHNOLOGY
STRATEGY
STRATEGY
• Core of Decision Making Process
• Planning and Executing Strategies
• Mergers, Acquisition and Takeover (MAT)
• Capital Investment Decisions
• New Factory or Unit or Transfer
• Risk Management
• Join Ventures and Collaborations
• Due Diligence and Search Reports
SECRETARIAL
SECRETARIAL &
& LEGAL
LEGAL
• Corporate Governance Norms
• Compliance of all Laws applicable to the
Company
• Compliances with directions of Self
Regulatory Organisations and Industry
Associations
• Compliance of Listing Agreement
• Preparation for Litigation and Legal
Documentations
• Representation before various Tribunals and
Regulatory Authorities
• Arbitration and ADR
FINANCE
FINANCE AND
AND ACCOUNTS
ACCOUNTS
• Compilation and Finalisation of Accounts
• Secretary to Audit Committee
• Tax Management (Both Direct and Indirect)
• Project Planning and Evaluation
• Loan Syndication and Documentation
• Internal Audit
• Transfer Pricing
• Investment Analysis
• Budgetary Controls
HUMAN
HUMAN RESOURCES
RESOURCES
• Compliance of Labour Laws
• Appointment of Directors and Senior
Management Personnel
• Motivation and Remuneration Strategies
• Organisational Change Management
• Performance Appraisal
• Industrial Safety and Working Conditions
• Industrial Relations
• Immigration and Emigration
INFORMATION
INFORMATION TECHNOLOGY
TECHNOLOGY
• Development of Management Information
System (MIS)
• Cyber Laws and Digital Signature
• Electronic Records and Online Filing
• Software Copyright and Licensing
• Information System Audit
• Control Policy and Internal Code of Conduct
• Information Risk Management
MARKETING
MARKETING
• Agreements with Customers
• Compliance of Packaging Rules
• Sales Tax Management
• Registration and Licensing of Trademarks
• Consumer Protection Act Cases
• Competition Act and Unfair Trade Practices
• Arbitration and Dispute Settlements with
Customers
R&D
R&D AND
AND PRODUCTION
PRODUCTION
• Intellectual Property Rights – Patenting
Products, Process, Designs, etc
• Compliance of Industrial Laws
• Compliance of Environment Laws
• Industrial Safety Policy
• Ensuring Better Working Conditions
CORPORATE
CORPORATE
COMMUNICATION
COMMUNICATION
• Conducting high profile meetings
– Agenda, Notice and Minutes
– MIS and Follow-up
• Effective Communication with all
stakeholders
– Board and Employees
– Shareholders and Money Lenders
– Investors and Stock Exchanges
– Government and Regulators
– Press and Electronic Media Liaison
– General Public
MANAGEMENT KNOWLEDGE
Strategic
Strategic Management
Management
• Promotion and Formation of Companies
• Business policy and strategy and the overall
planning
• Determination of the organizational structure
(decision-making system) that will most effectively
meet the objectives of the organization
• Management audits
• Reconstruction and Reorganization
• Mergers and Acquisitions
• Joint Ventures/ Strategic Alliances/ MOUs
Financial
Financial Management
Management
• Working capital and liquidity management
• Determination of an appropriate capital structure
• Analysis of capital investment proposals
• Development of accounting systems
• Budgetary controls
• Business valuations prior to mergers and/or
acquisitions
Marketing
Marketing Management
Management
• Analysis and formulation of a marketing strategy
• Formulation of customer service and pricing
policies
• Organization of distribution channels (sell to
wholesalers or directly to retailers, direct mail,
franchise, etc.)
• Organization of the distribution process
• Package design
• Other matters related to the marketing strategy and
operations of an organization.
Market
Market Research
Research
• Secure information on the prospects and
performance of an organization's products in the
market
• Market analysis (size and other characteristics of a
market)
• Analysis of consumer attitudes and preferences
• Economic and social intelligence services not in
connection with merchandised products, such as
– Industry analysis
– Econometric modelling
– Demographic analysis
Human
Human Resources
Resources
Management
Management
• Audit of the personnel function
• Development of a human resource policy
• Human resource planning, recruitment procedures
• Motivation and remuneration strategies
• Human resource development
• Labour-management relations
• Absenteeism control
• Performance appraisal
• Other matters related to the personnel
management function of an organization
Production
Production Management
Management
• Effective utilization of materials in the production
process
• Inventory management and control
• Time and motion studies
• Job and work methods
• Quality control and Performance standards
• Safety standards
• Office management
• Planning and design and other matters related to
production management
Project
Project Management
Management
• Budgeting, accounting and cost control
• Procurement
• Planning of timescales and other operating
conditions
• Coordination of subcontractors' work
• Inspection and quality control
Information
Information System
System
Management
Management
• Analysis of the clients' needs
• Defining functional specification
• Setting up the team
• Project management
• Technical coordination and integration
• Definition of the high level systems architecture
• Information system control policies
Due
Due Diligence/
Diligence/ Credit
Credit
Reporting
Reporting
• Reporting of credit ratings of persons and
businesses
• Credit experience of prospective customers, loan
applicants, etc
• Types of Due Diligence
- Overall Business - Technical
- Compliance - Legal Ownership
- Human Resources - Environmental
- Financial - Taxation
- Customer Base - Related Parties
- Systems - Software Ownership
LEGAL KNOWLEDGE
Corporate
Corporate Structures
Structures
• Companies Act
• Indian Trust Act
• Societies Registration Act
• Multi-state Cooperative Societies Act
• Indian Partnership Act
Securities
Securities Related
Related Laws
Laws
• Securities Contract Regulation Act
• Securities and Exchange Board of India Act
• Depositories Act
Labour
Labour and
and Industrial
Industrial Laws
Laws
• Factories Act
• Industrial Dispute Act
• Minimum Wages Act
• Payment of Wages Act
• Payment of Gratuity Act
• Payment of Bonus Act
• Employees PF and Misc. Provisions Act
• Employees State Insurance Act
• Workmen’s Compensation Act
Labour
Labour and
and Industrial
Industrial Laws
Laws
• Equal Remuneration Act
• Industrial Employment (Standing Orders) Act
• Maternity Benefit Act
• Apprentice Act
• Contract Labour (Regulation and Abolition) Act
• Trade Unions Act
• The Employment Exchanges (Compulsory
Notification of Vacancies) Act
Fiscal
Fiscal Laws
Laws
• Foreign Exchange Management Act
• Foreign Contribution (Regulation) Act
• Income Tax Act
• Wealth Tax Act
• Central Excise Act
• Customs Act
• Sales Tax Act
• Service Tax - Finance Act 1994
• RBI Act – Guidelines and Notifications
Economic
Economic Laws
Laws
• Industrial (Development and Regulation) Act
• Foreign Trade (Development and Regulation) Act
• Competition Act
• Consumer Protection Act
• Essential Commodities Act
• Standards of Weights and Measures Act
IPR
IPR Laws
Laws
• Copyright Act
• Patent Act
• Trademarks Act
• Design Act
• Geographic Indication of Goods (Registration and
Protection) Act
Special
Special Industry
Industry Specific
Specific
Laws
Laws
• Banking Regulation Act
• Insurance Act
• Securitisation Act
• Telecom Regulatory Authority of India Act
• Electricity Act
• National Highway Authority Act
• Indian Port Trust Act
Environment
Environment Laws
Laws
• Water (Prevention and Control Pollution) Act
• Air (Prevention and Control Pollution) Act
• Environment Protection Act
• Public Liability Insurance Act
Other
Other Applicable
Applicable Laws
Laws
• Information Technology Act
• Indian Contact Act
• Arbitration and Conciliation Act
• Negotiable Instruments Act
• Indian Evidence Act
• Code of Civil Procedure
• Code of Criminal Procedure
• Limitation Act
• Indian Stamp Act
• Transfer of Property Act