INFORMATION TECHNOLOGY

MARKETING

PRODUCTION AND OPERATIONS

HUMAN RESOURCES

CORPORATE COMMUNICATION

FINANCE ANDACCOUNTS

LEGAL

CORPORATEPLANNING

DIR A DIR B DIR C DIR D DIR EBOARD OF DIRECTORS

DEPARTMENTS IN A COMPANY

EXTERNAL STAKEHOLDERS

INVESTORSINVESTORS

GOVERNMENT AND REGULATORS

GOVERNMENT AND REGULATORS

SOCIETYSOCIETY

SUPPLIERSSUPPLIERS

CUSTOMERSCUSTOMERS

LENDERSLENDERS

CORPORATEPLANNING

LEGALFINANCE AND

ACCOUNTSHUMAN

RESOURCESCORPORATE

COMMUNICATIONPRODUCTION

AND OPERATIONSMARKETING

INFORMATION TECHNOLOGY

A Existing Corporate Structure

COMPANY POLICIES

OPERATIONAL PLANNING AND EXECUTION

DIR A DIR B DIR C DIR D DIR EBOARD OF DIRECTORS

CORPORATEPLANNING

LEGALFINANCE AND

ACCOUNTSHUMAN

RESOURCESCORPORATE

COMMUNICATIONPRODUCTION

AND OPERATIONSMARKETING

INFORMATION TECHNOLOGY

DEPARTMENTS IN A COMPANY

EXTERNAL STAKEHOLDERSCOMPANY

SECRETARY

INVESTORSINVESTORS

GOVERNMENT AND REGULATORS

GOVERNMENT AND REGULATORS

SOCIETYSOCIETY

SUPPLIERSSUPPLIERS

CUSTOMERSCUSTOMERS

LENDERSLENDERS

CS is the Principal Officer of the Company

The Company Secretary, a professional

bound by the Code of Conduct, aligns various

management functions with company

policies, ensures compliance of all applicable

laws and endeavours to develop mutual trust

between various stakeholders leading to

good corporate governance and sustainable

growth of the company.

-The Institute of Company Secretaries of India

”Corporate Governance is the

application of bestmanagement

practices,compliance of law in letterand spirit and adherence to ethical standards

for effective management and distribution of wealth

and discharge of social responsibilityfor sustainable

development of all stakeholders”

CompanyPolicies

ManagementFunctions

Regulatory Compliances

Ethics andMutual Trust

SUSTAINABLE

GROW

TH

COMPANY SECRETARYnavigates the

CORPORATE GROWTHwith

GOOD GOVERNANCE

The Company Secretary in Practice is an

independent professional, bound by the Code

of Conduct, rendering audit, advisory and

representation services in relation to

management, law and corporate governance

processes and practices.

Media And Entertainment

Infrastructure, Power And Telecom

IT Solutions

IT Enabled Services And BPO

Textiles

Tourism And Hotel Capital Market And Its Intermediaries

Engineering and Construction FMCG

Agriculture AndFood Processing

Capital Goods

Drugs, Pharma And Healthcare

Banking And NBFC

Financial Services

DUE DILIGENCE DOCUMENTATION COMPLIANCES

REPRESENTATION

CORPORATEGOVERNANCE

AUDIT ADVISORY

IPR & GENERAL BUSINESS LAWS

STRATEGIC MANAGEMENT

CORPORATE AND SECURITIES LAWS

FINANCE, ACCOUNTs AND TAXATION

IT AND CYBER LAWS

HRD AND INDUSTRIAL LAWS

ENVIRONMENTLAWS

INTERNATIONAL TRADE LAW

Public SectorUndertakings

Private LimitedCompanies

Trusts And NGOs

Coop Societies And Producer Companies

Municipal Boards

Semi-governmentOrganisation

Unlisted PublicCompanies

Listed PublicCompanies

Unexplored Organisations

SMALLSCALE

MEDIUM

SCALE

LARGE

SCALE

There are over 6 Lakh Companies in India. More than 50% of these are active companies in which Company Secretaries can work.

Rest of the companies do not file basic documents with ROC, hence Company Secretaries can improve their management and compliance system there. Out of active companies 65000 are Public Limited Companies.

Out of which 10000 are listed companies.

In A BIG Company Like ITC

Secretarial Department

Board AffairsInvestor Relations

& Grievances

Corporate Governance

Secretarial Compliances

In A MID SIZE Company

Company SecretaryResponsible for

LegalFinance

& AccountsAudit

CommitteesSecretarial

In A Small Size Company

Company SecretaryHandling only

Legal Secretarial

Legal work of other departments

Accounts & Finance Personnel & HRD

Vacuum lies for

General Management

Planning and Control – Formulating a programme for a definite course of action and overseeing its implementation

Communication – Exchange of information between various stakeholders

Coordination – Integration and harmonisation of diverse operations

Decision Making – Evaluation of various options available to the management

Problem Solving – Conflict resolution, contingency planning, etc

Legal

Advisory – Advising on applicability, interpretation and procedures under various laws

Compliances – Ensuring compliances under various all laws applicable to the company

Certification – Issuing certificates required under various laws

Audit – Conducting Secretarial Audit, Securities Audit, Intermediaries Audit and other Audit as required under any law for the time being in force

Due Diligence, Search, Credit Reporting, etc

Representation – Authorised representative before government and regulatory bodies, quasi-judicial bodies, etc.

Legal

Legal Documentation – Drafting and vetting of various legal documents including agreements, contracts, deeds, power of attorney, etc.

Arbitration and Conciliation – Arbitration, conciliation and Other Alternate Dispute Resolution (ADR) methods for settlement of commercial disputes

Corporate Communication

Communication with directors, investors, employees, consumers, suppliers, government and regulators, media and general public

MIS and Follow-up of board decisions

Notice and Agenda for Meetings

Issue of various Circulars and Notices

Annual Report and Accounts

Corporate Planning

Business policy and strategy and the overall planning

Joint Ventures/ Strategic Alliances/ MOUs

Promotion, Formation and Setting up of Companies/ Projects and Other forms of organisations

Reconstruction and Reorganization

Securities Management and Compliances

Mergers and Acquisitions

Risk Management

Intellectual Property Rights - Registration and Licensing

Management/ Operational Audits

Finance and Accounts

Compliance of Fiscal Laws

Finalisation of Accounts

Budgetary controls

Investment Analysis

Capital Restructuring

Treasury Management

Loan Documentation and Syndication

Cost Management

Transfer Pricing

Internal Audit

Human Resources Development

Compliance of Labour Laws

HRD Audit

Industrial Relations

Human resource planning, recruitment and training

Motivation and Compensation Packages

Performance appraisal

Promotion Policies

Voluntary Retirement Schemes

Information Technology

Legal Reporting and Filing of E-Forms (DCA21, EDIFAR)

Compliance of Information Technology Act

Digital Signature - Registration and Usage

Software Licenses and Agreements

Information System Audit

Meetings through Video/ Teleconferencing

Web-casting of General Meetings

Functional coordination and integration

Production and Operations

Compliance of Industrial and Environment Laws

Inventory management and control

Industrial Safety Standards

Project Management

Drafting of Contracts and Purchase Orders

Compliance of Works Contract Act

Budgeting, accounting and cost control

Marketing

Compliance of Laws Relating to Competition and Consumers

Agreements with wholesalers, retailers, franchisee, etc.

Trademarks – Registration and Licensing

Legal aspects of Package Design

Vetting of Advertisements and Marketing Literature

Corporate Governance

Advisory and Compliances in Multinational Regulatory Environment

BPO and Related Services

Investment Advisory

Intellectual Property Rights

Commercial Arbitration and ADR

Management Consultancy Services

International Taxation

Transfer Pricing

Quality of

Service

CorporateLaws

EconomicLaws

TaxationLaws

WTO & IPR

InternationalTrade Law

IT & BPOManagementConsulting

Finance and Accounting

Commerce

BrandSynergy

Infrastructure

SynergyCapitalSynergy

Collaborative Commerce

SingleWindowInterface

KnowledgeSynergy

GlobalPresence

Growing Revenues

Growing Customers

Growing Nations

CS + CA + CWA + MBA

+ LLB

Risk Minimisation

Wider Area of Expertise

Wider Geographic Reach

Firm’s Strength – Enhancing Brand Equity

Active Networking and Public Relations

Infrastructure Sharing

Overhead Sharing

Close Self Help Group

Best Practices/ Expertise in Firm Management

Every growing company needs a person to

- align various management functions with company policies

- ensure compliance of all applicable laws

- develop mutual trust between various stakeholders

As defined in Company Secretaries Act 1980 practising members can provide all services right from Promotion to Winding up of Companies

All companies require advisory and representation services relating to Management and Law

There are over 3 Million Organisations in Organised Sector including Companies, Societies, Trusts, Partnerships, HUFs, Sole Proprietary, etc. requiring services of professionals

Once upon a time a tortoise and a rabbit had an argument about who was faster. They decided to settle the argument with a race. They agreed on a route and started off the race.

The Rabbit shot ahead and ran briskly for some time. Then seeing that he was far ahead of the tortoise, he thought he'd sit under a tree for some time and relax before continuing the race. He sat under the tree and soon fell asleep.

The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ.

The Rabbit woke up and realized that he'd lost the race. The moral of the story is that

slow and steady wins the race.

This is the version of the story that we've all grown up with.

But then recently, someone told me a more interesting version of this story. It continues.

The Rabbit was disappointed at losing the race and he did some Defect Prevention (Root Cause Analysis). He realized that he'd lost the race only because he had been overconfident, careless and lax.

If he had not taken things for granted, there's no way the tortoise could have beaten him. So he challenged the tortoise to another race. The tortoise agreed.

This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles.

The moral of the story ？ Fast and consistent will always

beat the slow and steady.

But the story doesn't end here. The tortoise did some thinking this time, and realised that there's no way he can beat the rabbit in a race the way it was currently formatted.

He thought for a while, and then challenged the rabbit to another race, but on a slightly different route.

The rabbit agreed. They started off. In keeping with his self-made commitment to be consistently fast, the rabbit took off and ran at top speed until he came to a broad river.

The finishing line was a couple of kilometers on the other side of the river.

The hare sat there wondering what to do. In the meantime the tortoise trundled along, got into the river, swam to the opposite bank, continued walking and finished the race.

The moral of the story? First identify your core

competency and then change the playing field to suit your core

competency.

The story still hasn't ended.

The rabbit and the tortoise, by this time, had become pretty good friends and they did some thinking together. Both realised that the last race could have been run much better.

So they decided to do the last race again, but to run as a team this time.

They started off, and this time the rabbit carried the tortoise till the riverbank. There, the tortoise took over and swam across with the rabbit on his back.

On the opposite bank, the rabbit again carried the tortoise and they reached the finishing line together. They both felt a greater sense of satisfaction than they'd felt earlier.

The moral of the story? It's good to be individually brilliant and to have strong core competencies; but unless you're able to work in a team

and harness each other's core competencies, you'll always perform

below par because there will always be situations at which you'll do poorly and

someone else does well.

Teamwork is mainly about situational leadership, letting the person with the relevant core competency for a situation take leadership.

There are more lessons to be learnt from this story.

Note that neither the rabbit nor the tortoise gave up after failures. The hare decided to work harder and put in more effort after his failure.

The tortoise changed his strategy because he was already working as hard as he could. In life, when faced with failure, sometimes it is appropriate to work harder and put in more effort.

Sometimes it is appropriate to change strategy and try something different. And sometimes it is appropriate to do both.

The hare and the tortoise also learnt another vital lesson. When we stop competing against a rival and instead start competing against the situation, we perform far better.

When Roberto Goizueta took over

as CEO of Coca-Cola in the 1980s, he was faced with intense competition from

Pepsi that was eating into Coke's growth.

His executives were Pepsi-focused

and intent on increasing market share 0.1 per cent

a time.

Goizueta decided to stop competing

against Pepsi and instead compete

against the situation of 0.1 per cent

growth.

He asked his executives what was the average fluid intake of an

American per day? The answer was 14 ounces. What was

Coke's share of that? Two ounces. Goizueta said Coke

needed a larger share of that

market.

The competition wasn't Pepsi. It was

the water, tea, coffee, milk and fruit juices that went into the

remaining 12 ounces. The public should reach for a Coke

whenever they felt like drinking something.

To this end, Coke put up vending

machines at every street corner. Sales

took a quantum jump and Pepsi has never quite caught

up since.

To sum up, the story of the Rabbit and Tortoise teaches us many things. Important lessons are:That fast and consistent will always beat slow and steady; work to your competencies;

pooling resources and working as a team will always beat individual performers; never give up when faced with failure; and finally, compete against the situation. Not against a rival.