COMPANY SECRETARY

From Corporate Laws Expert to Corporate Leader

By: Pavan Kumar Vijay, President ICSI

Emerging Issues in Corporate Laws

Increased Focus on

• Good Corporate Governance

• Investor Protection

• E-Governance (Automatic Compliance on Launch of DCA21)

• Rationalisation

• Liberalisation Measures

• Effective control measures

Easy Compliance, Impossible Non-Compliances

Major Changes in Corporate Laws

Companies Act – 1999, 2000, 2001, 2002, 2003, Pending 2003 Bill

Securities Contract Regulation Act, Pending Securities Laws (Amendment) Bill 2003

MRTP Act to Competition Act

FERA to Foreign Exchange Management Act

Major Changes in Corporate Laws

IPR Laws – Patent, Trademark, Copyright, Designs, etc

Information Technology Act

Insurance Regulatory and Development Authority Act

Electricity Act, Securitisation Act, Consumer Protection Act, …

The list is long, just bringing about revolution in Regulatory Environment

An Emerging Question

Is Company Secretary = Company Law Secretary?

Why Company Secretary?

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”

For Strong Corporate Citizenry

Is

The Company Secretary

CS endeavours for happiness of

INVESTORS

BOARD

EMPLOYEES

PUBLIC

OTHERSTAKEHOLDERS

GOVT &REGULATOR

Integrity

Collective Wisdom

Service

Innovation

CS is Stitched to ICSI Values

Changing Roles

Compliance Officer

2005

Chief Business Officer(CBO)

Bridging Gap between CBO and Compliance Officer

Understanding Industry Needs

Gaining ‘Substantial Knowledge of Management’ – Learning little more than what is included in the CS Course

Providing PQRS – Productivity, Quality, Reliability and Service

Using 3Cs - Creativity, Confidence, Communication

Periodical SWOT Analysis

Segment-wise Modules

Coverage of Industry Segment Module– Industry Profile

– Legal Framework Position of

– Company Secretary Functions of CS in Employment in Industry

– Functions of CS in Practice in Industry

– Success Mantras – Tips and Advice from CS Working in Big Corporates

6 Modules Released by ICSI-CCRT

IPR & GENERAL

BUSINESS LAWSSTRATEGIC

MANAGEMENT

CORPORATE AND

SECURITIES LAWS

FINANCE, ACCOUNTs

AND TAXATION

IT AND

CYBER LAWSHRD AND

INDUSTRIAL LAWS

ENVIRONMENT

LAWS

INTERNATIONAL

TRADE LAW

Different Knowledge Areas

ADVISORY DOCUMENTATION REPRESENTATION

DUE DILIGENCE CERTIFICATION

COMPLIANCESCORPORATE

GOVERNANCESECURITITIESMANAGEMENT

Different Services

PUBLIC SECTOR

UNDERTAKINGS

PRIVATE LIMITED

COMPANIES

TRUSTS AND NGOS

COOP SOCIETIES AND

PRODUCER COMPANIES

MUNICIPAL BOARDS

Different Corporate Structures

SEMI-GOVERNMENT

ORGANISATION

UNLISTED PUBLIC

COMPANIES

LISTED PUBLIC

COMPANIES

UnexploredOrganisation

MEDIA AND

ENTERTAINMENT

INFRASTRUCTURE,

POWER AND TELECOM

IT SOLUTIONS

IT ENABLED

SERVICES AND BPO

TEXTILES

TOURISM AND HOTEL

Different Industry Segments

CAPITAL MARKET AND

ITS INTERMEDIARIES

HOUSING AND

CONSTRUCTIONFMCG

AGRICULTURE AND

FOOD PROCESSING

CAPITAL GOODS

DRUGS, PHARMA

AND HEALTHCARE

BANKING AND NBFCS

FINANCIAL SERVICES

SMALLSCALE

MEDIUM

SCALE

LARGE

SCALE

Different Scales

INDIANOPERATIONS

MNCs

INDIANSUBSIDIARIES ABROAD

Different Geographies of Operations

Segment Specialisation

Corporate Leaders provide indepth, focused and innovative services in

their segments

Company Secretary is Everywhere

CORPORATE COMMUNICATION

STRATEGY

SECRETARIAL AND LEGAL

FINANCIAL

HUMAN RESOURCES

INFORMATION TECHNOLOGY

SALES AND MARKETING

R&D AND PRODUCTION

COMPANY SECRETARY

Strategic Management

Core of Decision Making Process

Planning and Executing Turnaround Strategies

Mergers, Acquisition and Takeover (MAT)

Risk Management

Join Ventures and Collaborations

Secretarial and Legal

Compliance of all Laws

Compliance of Listing Agreement

Legal Documentations

Preparation for Litigation

Arbitration and ADR

Financial Management

Tax Management

Audit Committee

Project Planning and Evaluation

Financing of Projects

Asset management

Human Resource Management

Compliance of Labour Laws

Appointment of Senior Management Personnel

Compensation Management

Industrial Relations and Safety

Information Technology

Cyber Laws and Digital Signature

Electronic Records and Online Filing

Videoconferencing and Teleconferencing

Control Policy and Internal Code of Conduct

Information Risk Management

Management Information System (MIS)

Information System Audit

Sales and Marketing

Consumer Protection Act Cases

Competition Law and Unfair Trade Practices

Sales Tax Management

Agreements with Channel Partners and Customers

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

Corporate Communication

Conducting high profile meetings – Agenda, MIS, Action Taken Report, Minutes, etc. covering all departments

Communication with all stakeholders– Board and Employees– Investors and Stock Exchanges– Government and Regulators– Press and Electronic Media Liaison – General Public

Maximising Wealth through Effective Communication

We Have Seen

CORPORATE COMMUNICATION

STRATEGYSECRETARIAL

AND LEGAL

FINANCIAL

HUMAN RESOURCES

INFORMATION TECHNOLOGY

MARKETING

R&D AND PRODUCTION

CS is everywhere in Company There is Need to

Learn Little Bit about these

Management Functions

Providing PQRS

Productivity – Management want you to use resources in most profitable manner

Quality – There is no compromise on quality

Reliability – The leadership position requires trust in abilities and loyalty to company all the time

Service – Value Added Services with courtesy and smile is absolute necessity

Using 3Cs

Creativity – Innovation is the critical success factor

Confidence – Believe in Yourself (Yes, You Can Do It)

Communication – It is how you make people know about your creativity and confidence that create opportunities

Periodical SWOT Analysis

Strengths: What are my strengths?

Weaknesses : What are my weaknesses?

Opportunities: What are new opportunities?

Threats : What are new threats?

So that you can CHANGE with the TIME

Thus

A little bit of effort will open the path to Corporate Leadership

Globalisation of Services

Beyond Borders

Bor

der

s

Pessimism

Threat of Invasion of Service Sector by

145 Member Countries of WTO in India

Threat Threat

Th

reat

Th

reat

Optimism

Opportunity to Invade Service Sector of

145 Member Countries of WTO by India

OpportunitiesOpportunities

Op

port

unit

ies

Op

portunities

Global Opportunities

Multinational Corporate Governance

International Regulatory Framework

International Commercial Arbitration

International Fund Raising

Intellectual Property Rights

Business Process Outsourcing

Management Consultancy Services

Global Success Call for Synergy of

BrandKnowledge

InfrastructureCapital

Let Collaboration be Buzz Word for Us

Quality of

Service

CorporateLaws

EconomicLaws

TaxationLaws

WTO & IPR

InternationalTrade Law

IT & BPOManagementConsulting

Finance and Accounting

Commerce

BrandSynergy

InfrastructureSynergy

CapitalSynergy

Collaborative Commerce

SingleWindowInterface

KnowledgeSynergy

GlobalPresence

Growing Revenues

Growing Customers

Growing Nations

Collaborative Company

Secretarial Practice

You Can Contribute to Profession

Sharing your knowledge and experience

Attending in professional development programmes in large numbers

Subscribing to various publications

Counseling students taking up CS Course and

Enhancing the visibility of the Institute

Volunteering in implementing new initiatives

Thus Leading to Prosperity of

ICSI Parivar

Members

A Closely Knit Family of Professionals

Students

Human Resources

We have the Inspiration to achieve everything we discussed so far

Our Inspiration

H. E. SHRI VISHNUKANT

SHASTRI

THE GOVERNOR, UP

Finally ICSI is like a

Service Company

ICSI develops

Company Secretaries

ICSI provides

Continuous Upgrades

ICSI pays

Knowledge Dividends

ICSI is determined to pay

More Dividends

More dividends require

Growth of Company

Growth requires

Knowledge Capital

Capital is expected from

Right Issue to Members

who has to subscribe toRight Issue and Invest Knowledge

Its YOU

So that we all get RICH DIVIDENDS