CS

1. 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.

2. Catalyst for Good
Corporate Governance
Company Secretaries

4. A Unique program which expands its
opportunity through
BTv News
Concept Creation and Initiative By : Vinay H S
.I
N

5. 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.

6. Table of contents
Job. in - The gateway to your
Dream Job...
6
Sl # Contents Slide Index
1  Company Profile 3
2  Mission & Vision Statement 4
3  What is Job.in 5
4  How different are we? 6
5  How it works? 7
6  Our Services 8
7  Our clients 9
8  Contact us 10
9  Our Team 11

7. A Unique program which expands its
opportunity through
BTv News
Concept Creation and Initiative By : Vinay H S
.I
N

8. Table of contents
Job. in - The gateway to your
Dream Job...
8
Sl # Contents Slide Index
1  Company Profile 3
2  Mission & Vision Statement 4
3  What is Job.in 5
4  How different are we? 6
5  How it works? 7
6  Our Services 8
7  Our clients 9
8  Contact us 10
9  Our Team 11

9. Table of contents
Job. in - The gateway to your
Dream Job...
9
Sl # Contents Slide Index
1  Company Profile 3
2  Mission & Vision Statement 4
3  What is Job.in 5
4  How different are we? 6
5  How it works? 7
6  Our Services 8
7  Our clients 9
8  Contact us 10
9  Our Team 11

10. 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.

11. SECRET
is always MOST IMPORTANT

12. COMPANY SECRETRY
provides inputs for STRATEGIC DECISIONS
COMPANY SECRETRY
advises on MANAGEMENT
COMPANY SECRETRY
advises on COMPLIANCES
COMPANY SECRETRY
advises on BUSINESS ETHICS

13. Company Without Company Secretary
Regulatory
Compliances
Management
Functions
Ethics
and
Mutual
Trust
Company
Policies
NO COORDINATION
In the
COMPANY

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

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

17. COMPANY SECRETARIES ACT 1980

18. 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”

19. 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

20. 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

21. 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

22. 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

23. COMPANY SECRETARY
plays a WIDER ROLE

24. COMPANY SECRETARIES
Have WIDER KNOWLEDGE

25. • 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 Coverage Legal Coverage
Education

26. 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

27. 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

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

29. QUALITIES
of COMPANY SECRETARIES

30. Company Secretaries are Built
on
Ethics
Excellence
Independence

31. Company Secretaries are Stitched to
ICSI Values
Integrity
Collective
Wisdom
Service
Innovation

32. CS Uses 3 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

33. COMPANY SECRETRY
advises on CORPORATE
GOVERNANCE
PRACTICES AND
PROCESSES

34. 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

35. We strive for
Excellence in
Corporate Governance
because

36. Best Governed Companies excel even in
turbulent times

37. For example, companies that have won

38. 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

39. 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.

40. 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.

41. 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.

42. 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’.

43. These examples tell us

44. Growing
Profits and
Reputation
Good Corporate
Governance
is key to

46. ADDITIONAL MATERIAL

47. QUALITIES
of
COMPANY SECRETARIES

48. 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

49. CS Provides 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

50. Periodical SWOT 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

51. 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...

52. Excellence in
Corporate
Governance
Corporate
Excellence
Social
Excellence
National
Excellence
Excellence in Corporate
Governance leads to
National Excellence

53. KNOWLEDGE
from ICSI PUBLICATIONS

54. 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

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

56. 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

57. CONTRIBUTION IN VARIOUS
DEPARTMENTS

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

59. 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

60. 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

61. 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

62. 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

63. 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

64. 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

65. 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

66. 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

67. MANAGEMENT KNOWLEDGE

68. 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

69. 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

70. 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.

71. 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

72. 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

73. 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

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

75. 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

76. 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

77. LEGAL KNOWLEDGE

78. Corporate Structures
• Companies Act
• Indian Trust Act
• Societies Registration Act
• Multi-state Cooperative Societies Act
• Indian Partnership Act

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

80. 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

81. 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

82. 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

83. 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

84. IPR Laws
• Copyright Act
• Patent Act
• Trademarks Act
• Design Act
• Geographic Indication of Goods (Registration and
Protection) Act

85. 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

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

87. 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