Role of Company Sacretary

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Role of Company Sacretary

  1. 1. IssuersInvestors Securities Inter- Market mediaries Regulators
  2. 2. 1998-1999Maximum Index Level : 4280.96 2007-2008 Maximum Index Level : 20873.33The growth in securities market can be visualizedfrom the rise in Sensex from 1998-1999 to 2007-2008.
  3. 3. Intermed- Iaries :Less Stringent Lesser Regulations Respons- ibilities More Lesser Listed Suspended Companies Companies Several Stock Exchanges Scattered & Undeveloped Market
  4. 4. Intermediaries: Established & Stricter With Greater RegulationsResponsibilities More Corporate Restructurings More IPOs/ FPOs/ Right Issues More Listed Compliant Companies Independent Stock Exchange Developing Markets
  5. 5. International Listings More ADRs/ E- GDRs/ FCCBs Connectivity Global Restructurings Intermediaries: Merger Much More Of Exchanges Responsibilities Revival of More Stringent Inactive Regulations ExchangesDeveloped Globalisation Market & Liberalisation
  6. 6. • Listed Companies • Consulting companies• Merchant Banker• Broker• Bankers to an Issue• Registrar & Share Transfer Agent• Custodian• Depositories & Participant • Stock Exchanges• Debenture Trustee • Commodities Exchanges• Credit Rating Agency • Investors• QIBs • Regulators• Portfolio Manager
  7. 7. 9487 404Brokers 186 Depository 57 Participant Merchant Banker Registrar & Transfer Agents 48Banker to an 23 Issue Debenture 16 Trustee 5 Custodians Credit Rating Agency
  8. 8. BOARD OF DIRECTORS DIR A DIR B DIR C DIR D DIR E COMPANY POLICIES INVESTORS CUSTOMERS SUPPLIERS COMPANY GOVERNMENT AND EXTERNAL STAKEHOLDERS SECRETARY REGULATORS LENDERS SOCIETY DEPARTMENTS IN A COMPANYCORPORATE FINANCE AND HUMAN CORPORATE PRODUCTION INFORMATION LEGAL MARKETINGPLANNING ACCOUNTS RESOURCES COMMUNICATION OPERATIONS AND TECHNOLOGY OPERATIONAL PLANNING AND EXECUTION
  9. 9. COMPANYSECRETARY
  10. 10. In relation to Renders Audit, management, lIndependent Bound by Code Advisory, aw & Corporate Professional of Conduct Representation Governance Services processes & practices
  11. 11. WHY FORCS BEST SERVICES SECURITIESSUITED RELATED MARKET TO HOW??
  12. 12. Knowledge of Securities & Other LawsCommunication Skills Leadership Entrepreneurship
  13. 13. Securities Contract & SEBI Regulation Act Act, Rul es & Rules & Regulat Byelaws of SEBI Regulations ions Stock Exchanges Other LawsDepositories Act Listing Agreement
  14. 14. •Intermediaries Regulations •SAST Regulations COMPANIESINTERMEDIARIES •Merchant Bankers Regulations •Buy-back of securities •Credit Rating Agencies Regulations Regulations •Prohibition of Insider Trading •Depositories & Participants Regulations Regulations •Delisting of Equity Shares •Custodian of Securities Regulations Regulations •Investor Protection & •Bankers to an Issue Education Fund Regulations Regulations •Issue & Listing of Debt •Debenture Trustees Securities Regulations Regulations •Prohibition of Fraudulent & •RTA Regulations UTP relating to Securities •Portfolio Managers Market Regulations Regulations •DIP Guidelines •Stock Brokers & Sub-brokers Regulations
  15. 15. • Listed Companies • Unlisted CompanyCompany about to come with the IPO & get Listed • Merchant Bankers Intermed • RTAs -iaries • Brokers • Depositories etc. • AdvisorsOthers • Stock Exchanges
  16. 16. Vigilance Officer Event Manager Face of Management Strategic Planner COMPANY SECRETARY Keypoint between navigates the Company & CORPORATE GROWTH Stakeholders with Knowledge of GOOD GOVERNANCEVarious Securities Laws
  17. 17. Approvals Due Diligence AppointmentRequired & Compliance of Intermediaries By Company By Intermediaries PromotersEligibility Contents of Pricing of DisclosuresNorms Prospectus securities Compliance of various Rules & Post Issue Regulations obligations
  18. 18. Strategic Planning Due-Diligence Appointment of Exemptions Intermediaries & from other Involved Takeover Agencies Panel AcquirerDetermination Targetof Offer Price Company Legal & Documentations Post Offer Representing the Procedural Compliances Company before all Aspects Authorities Public Letter of Announcement Offer
  19. 19. Strategic Planning Approvals Documentations Required High Scheme of Court RD/ OL / Merger Petitions ROC Stock Exchange Tax Planning Post- Merger Compliances Legal & Financial Due Diligence Aspects of Business
  20. 20. Approvals Appointment CoordinationStrategic Planning Required of with Intermediaries Intermediaries Stock Exchange SEBI Due- Diligence Legal & Procedural Buy- Back offer Aspects & Offer Price Post- Offer Compliances
  21. 21. Unlisted Company Listed CompanyObject : IPO
  22. 22. For Clients RepresentationsExpansion •Due Diligence of Companies • Strategic Planning• Strategic Planning • Representations • Reports of various•Restructuring before SEBI, SAT & corporate actions such as• Mergers Stock Exchange on Public Issue/ Right Issue/• Change in Control behalf of the Buy-Back etc.• Expansion of Intermediary as well • Issue various Certificates as on behalf of theBusiness as prescribed under SEBI Clients Act/ Regulations/ Guidelines
  23. 23. Event Based Compliances Routine CompliancesGeneral• Link between • Comply withIntermediary/ various reports to be • RestructuringClients &Authorities sent to • Mergers• Vetting of Legal Authorities • Change in ControlAgreements with • Certificates • Change in DirectorsAuthorities &Clients • Internal Audit
  24. 24. Listing DepartmentSurveillanceMembership DepartmentRepresentation before SAT onbehalf of the ExchangeSecretarial Department
  25. 25. As As As PCS Advisor Representa tor Due Brokers Audit Diligence SecuritiesCertifications Audit Appearance as per Listing  Corporate before : Agreement Restructuring  SEBICertifications  Capital  SAT required for Restructuring  CLB Corporate  Unlocking  Consent Orders Actions company’s realSecretarial value Audit
  26. 26. Merchant Depository Banker Registrar Management & Transfer Consultant Broker Agent For this one must have
  27. 27. Contd.• As specified by • Sound legal SEBI from time to knowledge time • Familiarity with securities market • Good communication skills • Management Investment Skills skills Experience Revenue• As prescribed by • More Efforts More Authorities Revenue• Preferably have an experience in the field of Securities Market• Dealt with SEBI & Exchanges
  28. 28. Securities Market is in its nascent stage & its emergence will bringabundant opportunities & issues to be resolved…

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