Digital Marketing Training Institute in Mohali, India
employment_1.ppt
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.
3. 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.
4. 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.
7. COMPANY SECRETRY
provides inputs for STRATEGIC DECISIONS
COMPANY SECRETRY
advises on MANAGEMENT
COMPANY SECRETRY
advises on COMPLIANCES
COMPANY SECRETRY
advises on BUSINESS ETHICS
8. Company Without Company Secretary
Regulatory
Compliances
Management
Functions
Ethics
and
Mutual
Trust
Company
Policies
NO COORDINATION
In the
COMPANY
9. Company With Company Secretary
Company
Policies
Management
Functions
Regulatory
Compliances
Ethics and
Mutual Trust
COMPANY SECRETRY
aligns everything to
CORPORATE GROWTH
10. Company Secretary is Vital Link
INVESTORS
BOARD
EMPLOYEES
PUBLIC
OTHER
STAKEHOLDERS
GOVT &
REGULATOR
COMPANY
SECRETARY
12. 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”
13. 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
14. 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
15. 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
16. 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
19. • 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
20. 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
21. 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
22. Containing
• Articles on
-Corporate Governance
-Corporate Laws
-Management
• Corporate Miscellany
• Case laws
• Notifications
• Point of View
• Prized Queries
Monthly Updates
25. Company Secretaries are Stitched to
ICSI Values
Integrity
Collective
Wisdom
Service
Innovation
26. 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
28. 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
32. 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
33. 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.
34. 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.
35. 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.
36. 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’.
42. 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
43. 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
44. 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
45. 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...
48. 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
49. • Original research covering
1700 companies
• Covering best practices
and formats for better
Corporate Governance
Model Formats for CG Reporting
50. 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
53. 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
54. 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
55. 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
56. 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
57. 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
58. 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
59. 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
60. 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
62. 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
63. 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
64. 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.
65. 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
66. 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
67. 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
68. Project Management
• Budgeting, accounting and cost control
• Procurement
• Planning of timescales and other operating
conditions
• Coordination of subcontractors' work
• Inspection and quality control
69. 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
70. 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
79. 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
80. Environment Laws
• Water (Prevention and Control Pollution) Act
• Air (Prevention and Control Pollution) Act
• Environment Protection Act
• Public Liability Insurance Act
81. 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
