About the Presentation This presentation covers all areas in which a company secretary can contribute considering –The role and position of company secretary in the company –Educational background of company secretary This presentation has been divided into following parts: –General Role of Company Secretaries –Role of Company Secretaries under Company Secretaries Act 1980 –Education of Company Secretaries –Qualities of Company Secretaries –Corporate Governance and Company Secretaries Additional Material is placed at the end of presentation for use of members. Member can change the presentation as per their needs and present it to their employer. Members can also include contents of various presentations placed on the website of the Institute.

Catalyst for Good Corporate Governance Company Secretaries

Company 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.

COMPANY SECRETARY originated from the Latin word ‘secretarius’ 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 Without Company Secretary Regulatory Compliances Management Functions Ethics and Mutual Trust Company Policies NO COORDINATION In the COMPANY

Company With Company Secretary Company Policies Management Functions Regulatory Compliances Ethics and Mutual Trust CORPORATE GROWTH COMPANY SECRETRY aligns everything to CORPORATE GROWTH

Company Secretary is Vital Link INVESTORS BOARD EMPLOYEES PUBLIC OTHER STAKEHOLDERS GOVT & REGULATOR COMPANY SECRETARY

COMPANY SECRETARIES ACT 1980

Shri P Shiv Shankar, the then Minister of Law, Justice and Company Affairs while moving the Company Secretaries Bill, 1980 “The profession of Company Secretaries has an important part to play in the introduction of professionalism in the area of corporate management”

Profile of CS Under the Act (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. Sub-section (2) of Section 2

Profile of CS Under the Act (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 Sub-section (2) of Section 2

Profile of CS Under the Act (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. Sub-section (2) of Section 2

Profile of CS Under the Act (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. Sub-section (2) of Section 2

COMPANY SECRETARY plays a WIDER ROLE

COMPANY SECRETARIES Have WIDER KNOWLEDGE

Management of Affairs of Board and its Committees General Management Corporate Restructuring Management, Operational and System Audit HRD and Industrial Relations Finance and Accounting Cost Management Management Information System Quantitative Techniques Corporate Communications General and Commercial Laws Company Law Securities Laws Tax Laws Industrial and Labour Laws Economic Laws IPR Laws Environmental Laws Infrastructure Relating Laws Other Laws Management CoverageLegal Coverage Education

15 months training in –approved companies or –practising company secretaries 15 days training in a specialised agency –Registrar of Companies –Stock Exchanges –Financial Institutions –Management Consultants 15 days Secretarial Modular Training Programme or the SMTP to –develop leadership qualities –inter-personal relations –decision making skills Pre-membership Training

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 Continuing Education

Containing Articles on -Corporate Governance -Corporate Laws -Management Corporate Miscellany Case laws Notifications Point of View Prized Queries Monthly Updates

QUALITIES of COMPANY SECRETARIES

Company Secretaries are Built on Ethics Excellence Independence

Company Secretaries are Stitched to ICSI Values I ntegrity C ollective Wisdom S ervice I nnovation

CS Uses 3 Cs C reativity – Innovation is the critical success factor C onfidence – Belief in Self (Yes, I Can Do It) C ommunication – 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 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

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

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

Growing Profits and Reputation Good Corporate Governance is key to

ADDITIONAL MATERIAL

QUALITIES of COMPANY SECRETARIES

Knowledge of 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 Provides PQRS P roductivity – Company Secretaries use resources in most profitable manner Q uality – Company Secretaries do not compromise on quality R eliability – Company Secretaries exhibit trust and loyalty to company all the time S ervice – Due to wider knowledge CS provide Value Added Services with courtesy and smile

Periodical SWOT Analysis S trengths: What are our strengths? W eaknesses: What are our weaknesses? O pportunities: What are new opportunities? T hreats: What are new threats? So that Company can CHANGE with the TIME

Use Technology to Beat 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 Corporate Excellence Social Excellence National Excellence Excellence in Corporate Governance leads to National Excellence

KNOWLEDGE from ICSI PUBLICATIONS

Objective: “To integrate, harmonise, and standardise the diverse secretarial practices for good corporate governance.” Secretarial Standards are developed: in a transparent manner after extensive research after taking views of corporates, regulators and the public at large Secretarial Standards issued by the ICSI: SS-1 Meetings of the Board of Directors SS-2 General Meetings SS-3 Dividend Guidance Note on Passing of Resolution by Postal Ballot ICSI is the only professional body in the world to issue Secretarial Standards Secretarial Standards

Original research covering 1700 companies Covering best practices and formats for better Corporate Governance Model Formats for CG Reporting

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

CONTRIBUTION IN VARIOUS DEPARTMENTS

Company Secretary deals with all departments CORPORATE COMMUNICATION STRATEGY SECRETARIAL AND LEGAL FINANCIAL AND ACCOUNTS HUMAN RESOURCES INFORMATION TECHNOLOGY MARKETING R&D AND PRODUCTION

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 & 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 AND 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 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 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 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 AND 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 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 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 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 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 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 Resources 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 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 Management Budgeting, accounting and cost control Procurement Planning of timescales and other operating conditions Coordination of subcontractors' work Inspection and quality control

Information System 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 Diligence/ Credit 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 Structures Companies Act Indian Trust Act Societies Registration Act Multi-state Cooperative Societies Act Indian Partnership Act

Securities Related Laws Securities Contract Regulation Act Securities and Exchange Board of India Act Depositories Act

Labour and Industrial 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 and Industrial 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 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 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 Laws Copyright Act Patent Act Trademarks Act Design Act Geographic Indication of Goods (Registration and Protection) Act

Special Industry Specific 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 Laws Water (Prevention and Control Pollution) Act Air (Prevention and Control Pollution) Act Environment Protection Act Public Liability Insurance Act

Other Applicable 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