ROLE OF COMPANY SECRETARY
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VISION and MISSION OF
THE INSTITUTE
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Vision
“To be global leader in development of professionals specializing in corporate Governance”. |
Mission
“To continuously develop high caliber professionals ensuring good corporate governance and effective management and to carry out proactive research and development activities for protection of interest of all stake holders, thus contributing to public good”. |
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Pursuant to section 383A of
the Companies Act, 1956, companies with a paid-up share capital
of Rs.Two crores or more are compulsorily required to appoint a
whole time Company Secretary who must he member of
the Institute of Company Secretaries India.
·
Every company having a paid-up
share capital of Rs.Ten Lakhs or more but less
than Rs.Two Crores, is required to engage the services of a
Secretary in Whole-time Practice for issue of compliance Certificate.
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The Company Secretary
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·
Is a vital link between
the company and its Board of Directors, shareholders, government and
regulatory authorities.
·
Ensures that Board procedures
are both followed and regularly reviewed and provides guidance to Chairman
and the Directors on their responsibilities under various laws.
·
Commands high position in the
value chain and acts as conscience seeker of the company.
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A Company Secretary being multidisciplinary
professional renders services in following areas:
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CORPORATE GOVERNANCE AND
SECRETARIAL SERVICES
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Corporate Governance Services
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·
Advising on good
governance practices and compliance of Corporate Governance norms as
prescribed under various Corporate, Securities and Other Business Laws and
regulations and guidelines made thereunder.
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Corporate Secretarial Services
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Promotion, formation and
incorporation of companies and matters related therewith
·
Filing, registering any
document including forms, returns and applications by and on behalf of the
company as an authorized representative
·
Maintenance of secretarial
records, statutory books and registers
·
Arranging board/general
meetings and preparing minutes thereof
·
All work relating to shares
and their transfer and transmission
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CORPORATE LAWS ADVISORY AND
REPRESENTATION
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SERVICES
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CORPORATE
LAWS ADVISORY SERVICES
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Advising
companies on Compliance of legal and procedural aspects,
particularly under –
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·
SEBI Act, SCRA and rules and
regulations made thereunder
·
Foreign Exchange Management
Act
·
Consumer Protection Act
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Depositories Act
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Environment and Pollution
Control Laws
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Labour and Industrial
Laws
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Co-operative Societies Act
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Mergers and Amalgamations and
Strategic Alliances
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Foreign Collaborations and
Joint Ventures
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Setting up subsidiaries
abroad
·
Competition Policy and Anti
Competitive Practices
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IPR Protection, Management,
Valuation and Audit
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Drafting of Legal documents.
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Representation Services
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Representing on behalf of a company and other
persons before-
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·
Company Law Board
·
National Company Law Tribunal
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Competition Commission
of India
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Securities Appellate Tribunal
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Registrar of Companies
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Consumer Forums
·
Telecom Disputes Settlement
and Appellate Tribunal
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Tax Authorities
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Other quasi-judicial bodies
and Tribunals
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Arbitration and Conciliation
Services
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Advising on arbitration,
negotiation and conciliation in commercial disputes between the parties
·
Acting as
arbitration/conciliator in domestic and international commercial disputes
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Drafting
Arbitration/Conciliation Agreement/Clause
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FINANCIAL MARKETS SERVICES
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Public Issue, Listing and Securities
Management
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·
Advisor/consultant in issue
of shares and other securities
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Preparation of Projects
Reports and Feasibility Studies
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Syndication of Loans from
banks & financial institutions
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Drafting of prospectus/offer
for sale/letter of offer/other documents related to issue of securities and
obtaining various approvals in association with lead managers
·
Loan Documentation,
registration of charges, status and search reports
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Listing of securities/delisting
of securities with recognized stock exchange
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Private placement of shares
and other securities
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Buy-back of shares and other
securities
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Raising of funds from
international markets – ADR/GDR/ECB
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Takeover Code and Insider
Trading
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·
Ensuring compliance of
the Takeover Regulations and any other laws or rules as may be applicable in
this regard
·
Acting as Compliance Officer
and ensuring compliance with SEBI (Prohibition of insider Trading)
Regulations, 1992 including maintenance of various documents.
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Securities Compliance and
Certification Services
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Compliance with rules and regulations in the
securities market particularly –
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·
Internal Audit of Depository
Participants
·
Certification under SEBI
(DIP) Guidelines
·
Audit in relation to
Reconciliation of shares
·
Certificate in respect of
compliance of Private Limited and Unlisted Public Company (Buy Back
Securities) Rules
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FINANCE AND ACCOUNTING SERVICES
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·
Internal Audit
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Secretary to Audit Committee
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Working capital and liquidity
management
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Determination of an
appropriate capital structure
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Analysis of capital
investment proposals
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Business valuations prior to
mergers and/or acquisitions
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Loan syndication
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Budgetary controls
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Accounting and compilation of
financial statements
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TAXATION SERVICES
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·
Advisory services to
companies on tax management and tax planning under Income Tax, Excise and
Customs Laws
·
Preparing/reviewing various
returns and reports required for compliance with a the tax laws and
regulations
·
Representing companies and
other persons before the tax authorities and tribunals
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INTERNATIONAL TRADE AND WTO SERVICES
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Advising on all matters
related to IPRs and TRIPs Agreement of WTO
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Advising on matters relating
to antidumping, subsidies and countervailing duties
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International Commercial
Arbitration
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Advising on and issuing
certificates on Exim Policy and Procedures
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Advising on Intellectual
Property licensing and drafting of Agreement
·
Acting as registered Trade
Mark Agent
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MANAGEMENT SERVICES |
General/Strategic Management
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Advising on Legal Structure of
the organization
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Business policy strategy and
planning
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Formulation of the
organizational structure
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Acting as management
representative to obtain ISO Certification
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Corporate Communications and
Public Relations
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Communication with
shareholders, stakeholders, Government and Regulators, Authorities, etc.
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Advisory services for Brand
equity and image buildin
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Human Resources Management
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Manpower planning and
development
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Audit of the HR function
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Performance appraisal
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Motivation and remuneration strategies
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Industrial relations
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Office management, work
studies and performance standards
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Advising on industrial
and labour laws
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Information Technology
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Compliance with cyber laws
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Conducting Board Meetings
through video-conferencing and teleconferencing
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Advising on software
copyright and licensing
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Development of management
reports and controls
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Maintenance of statutory
records in electronic form
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Sending notices to
shareholders by electronic mode
·
Filing of forms/documents in
electronic form with Registrar of Companies and other statutory
authorities
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Thursday 11 February 2016
ROLE OF COMPANY SECRETARY IN INDIA
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