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.

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
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

Management
Functions
Regulatory
Compliances
NO COORDINATION
In the
COMPANY

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

INVESTORS
GOVT &
REGULATOR
COMPANY
SECRETARY
OTHER
STAKEHOLDERS
PUBLIC
BOARD
EMPLOYEES

“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

Sub-section (2) of Section 2
(b) “Perform or performs services in relation to promotion, forming, or winding up of the Companies” incorporation, amalgamation, reconstruction, reorganisation
These are the areas of Strategic Management and require extensive research, analysis, innovation, negotiation, documentation, etc.

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

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.

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

Management Coverage
• 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
Legal Coverage
• 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

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

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

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

of

ICSI
I ntegrity
C ollective
Wisdom
S ervice
I nnovation

• 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

”
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 ”

We strive for
Excellence in
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

QUALITIES of
COMPANY SECRETARIES

• 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

• 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

• S trengths: What are our strengths?
• W eaknesses: What are our weaknesses?
• O pportunities: What are new opportunities?
• T hreats: What are new threats?

• 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 leads to
National Excellence
Corporate
Excellence
Excellence in
Corporate
Governance
Social
Excellence
National
Excellence

from

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 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

• Original research covering
1700 companies
• Covering best practices and formats for better
Corporate Governance

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

STRATEGY
CORPORATE
COMMUNICATION
R&D AND
PRODUCTION
MARKETING
INFORMATION
TECHNOLOGY
SECRETARIAL
AND LEGAL
FINANCIAL AND
ACCOUNTS
HUMAN
RESOURCES

• 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

• 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

• 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

• 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

• 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

• 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

• Intellectual Property Rights – Patenting
Products, Process, Designs, etc
• Compliance of Industrial Laws
• Compliance of Environment Laws
• Industrial Safety Policy
• Ensuring Better Working Conditions

• 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

• 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

• 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

• 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.

• 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

• 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

• 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

• Budgeting, accounting and cost control
• Procurement
• Planning of timescales and other operating conditions
• Coordination of subcontractors' work
• Inspection and quality control

• 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

• Reporting of credit ratings of persons and businesses
• Credit experience of prospective customers, loan applicants, etc
• Types of Due Diligence
- Overall Business
- Compliance
- Human Resources
- Financial
- Customer Base
- Systems
- Technical
- Legal Ownership
- Environmental
- Taxation
- Related Parties
- Software Ownership

• Companies Act
• Indian Trust Act
• Societies Registration Act
• Multi-state Cooperative Societies Act
• Indian Partnership Act

• Securities Contract Regulation Act
• Securities and Exchange Board of India Act
• Depositories Act

• 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

• 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

• 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

• 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

• Copyright Act
• Patent Act
• Trademarks Act
• Design Act
• Geographic Indication of Goods (Registration and
Protection) Act

• Banking Regulation Act
• Insurance Act
• Securitisation Act
• Telecom Regulatory Authority of India Act
• Electricity Act
• National Highway Authority Act
• Indian Port Trust Act

• Water (Prevention and Control Pollution) Act
• Air (Prevention and Control Pollution) Act
• Environment Protection Act
• Public Liability Insurance Act

• 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