Formation: October 4, 1968. of Company Secretary.pdf · Key Managerial Personnel along with the...
Transcript of Formation: October 4, 1968. of Company Secretary.pdf · Key Managerial Personnel along with the...
Formation: October 4, 1968.
1 The ICSI is a premier national professionalbody established under an Act ofParliament, namely the CompanySecretaries Act, 1980.
2 Functions under the administrative controlof Ministry of Corporate Affairs,Government of India.
3 Has been set up to develop and regulatethe profession of Company Secretaries.
4 Headquarters: : 22, ICSI HOUSE, LodhiRoad, Institutional Area, Lodhi Colony, New Delhi 110003, India and 4 Regional Councils at Chennai, Kolkata, Mumbai and New Delhi and 69 Chapters spread all over India.
Company Secretaries
Company Secretary in Employment:As per Section 203 of the Companies Act, 2013 a Company Secretary has been recognized as Key Managerial Personnel along with the Chief Executive Officer/ Managing Director/ Manager, Whole-time Director and Chief Financial Officer. (Section 203)Under Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:A company which has a paid up share capital of 5 crore rupees or more shall have a whole-time company secretary
Company Secretary in Practice:
A member of the ICSI not in any employment is entitled to practice after obtaining a Certificate of Practice from theInstitute.Section 2(25) of the Companies Act, 2013 defines the term "company secretary in practice" which means a companysecretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980.Section 2(2) of the Company Secretaries Act, 1980 (hereinafter called the Act) provides that a member of the Instituteshall be deemed to be in practice when, individually or in partnership with one or more members of the Institute inpractice or in partnership with members of such other recognised professions as may be prescribed, does any of thefollowing in consideration of remuneration received or to be received: engages himself in the practice of the professionof company secretaries to, or in relation to, any company; or(b) offers to perform or performs services in relation to the promotion, formation, incorporation, amalgamation,reconstruction, reorganisation or winding up of companies; or(c) offers to perform or performs such services as may be performed by:(i) an authorised representative of a company with respect to filing, registering, presenting, attesting or verifying anydocuments (including forms, applications and returns) by or on behalf of the company,(ii) a share transfer agent,(iii) an issue house,(iv) a share and stock broker, a secretarial auditor or consultant, an advisor to a company on management including anylegal or procedural matter falling under the Capital Issues (Control) Act, 1947** the Industries (Development and Regulation) Act, 1951, the Companies Act, 1956, the Securities Contracts(Regulation) Act, 1956, any of the rules or bye-laws made by a recognised stock exchange, the Monopolies andRestrictive Trade Practices Act, 1969, the Foreign Exchange Regulation Act, 1973*, or under any other law for the timebeing in force,(vii) issuing certificates on behalf of or for the purposes of, a company; or(d) holds himself out to the public as a company secretary in practice; or(e) renders professional services or assistance with respect to matters of principle or detail relating to the practice ofthe profession of company secretaries; or renders such other services as, in the opinion of the Council, are or may berendered by a company secretary in practice
The Company Secretary
Is a vital link between the company and its Board of Directors, shareholders, government andregulatory authorities and all other
Ensures that Board procedures are followed and regularly reviewed and provides guidance toChairman and the Directors on their responsibilities under various laws.
Commands high position in the value chain and acts conscience seeker of the company.
A Company Secretary being multi-disciplinary professional renders services in following areas:
Corporate Governance Services
Advising on good governance practices and compliance of CorporateGovernance norms as prescribed under various Corporate, Securities andOther Business Laws and regulations and guidelines made thereunder.Company Secretary also assists in developing a corporate and socialsustainability framework.
Corporate Secretarial Services
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
Co-ordinating board/general meetings and follow-up actions thereof
All work relating to Securities and their transfer and transmission
Custodian of corporate records, statutory books and registers
Secretarial/Compliance Audit and Certification Services
Secretarial/Compliance Audit
Issuing Compliance certificate for companies not required to employ a whole-time Company Secretary
Signing of Annual Return (eForm MGT-7)
Other declarations, attestations and certifications under the Companies Act, 2013
Corporate Laws Advisory ServicesAdvising companies on Compliance of legal and procedural aspects, particularly under –
The Companies Act, 2013 Foreign Collaborations and Joint Ventures
SEBI Act, Securities Contracts (Regulation) Act andrules and regulations made there under
Mergers and Amalgamations and Strategic Alliances
Foreign Exchange Management Act Setting up subsidiaries abroad
Consumer Protection Act Competition Policy and Competition Law Compliances
Depositories Act Drafting of Legal Documents
Environment and Pollution Control Laws IPR Protection, Management, Valuation and Audit
Labour and Industrial Laws Co-operative Societies Act
Representation ServicesRepresenting on behalf of a company and other persons before–
Registrar of Companies Regional Director (RD) Office of MCA
National Company Law Tribunal(NCLT)
Consumer Forums
Competition Commission of India Telecom Disputes Settlement andAppellate Tribunal
Securities Appellate Tribunal (SAT) Tax Tribunals and Other quasi-judicialbodies and Tribunals
Arbitration and Conciliation Services
Advising on arbitration, negotiation and conciliation in commercial disputes between the parties
Acting as arbitrator/conciliator in domestic and international commercialdisputes
Drafting Arbitration/Conciliation Agreement/Clause
FINANCIAL MARKETS SERVICESPublic Issue, Listing and Securities
Management
Advisor/consultant inissue of shares and othersecurities in India andabroad
Buy-back of shares
Drafting ofprospectus/offer forsale/letter of offer/otherdocuments related toissue of securities andobtaining variousapprovals in associationwith lead managers
Raising of fundsfrom internationalmarkets –ADR/GDR/ECB
Listing / delisting ofsecurities
Acting ascompliance officerunder listingagreement
Private placement ofsecurities
Compliance officerfor various capitalmarketintermediaries
Takeover Code and Insider Trading
Ensuring compliance of the TakeoverRegulations and any other laws orrules as may be applicable in thisregard
Ensuring Compliance with SEBI(Prohibition of Insider Trading)Regulation, 1992 includingmaintenance of various documents
Securities Compliance and Certification ServicesCompliance with rules and regulations in the securities market particularly:
Internal Audit of DepositoryParticipants (DP)
Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) Rules
Internal Audit of Stock Brokers/Trading Members/ClearingMembers
Certification regarding compliance ofconditions of Corporate Governance of theequity listing agreement
Certifications under SEBI(DIP) Guidelines[ DIP= Disclosure andInvestor Protection]
Various certifications for trading members ofstock exchanges
Audit in relation to Reconciliation of shares
Certification regarding compliance as to issueof Bonus shares
Concurrent Audit[systematic and timelyexamination of financialtransactions]
Listing Agreement for Listing of Debt Securities and Listing Agreement for Indian Depository Receipts
Banking Services
Diligence Report and Certification inrespect of Consortium / Multiple bankingarrangement made by Scheduled CommercialBanks/Urban Co-opeative Banks.
•Loan Syndication•Loan Documentation•Registration of Charges•Status and Search Report
Financial & Accounting Services
Accounting and compilation offinancial Statements
Business valuations prior to mergersand/or acquisitions
Working capital and liquiditymanagement
Budgetary controls
Determination of an appropriatecapital Structure
Preparation of Project Reports andfeasibility Studies
Analysis of capital investmentproposals
Internal Audit
CS is appointed as Secretary to Audit Committee of a Company
TAXATION SERVICES
Advisory ser vices to companies on tax management and tax planning under Income Tax and GST etc.
Preparing/reviewing various returns and reports required for compliance with the tax laws and regulations
Representing companies and other persons before the tax authorities and tribunals
INTERNATIONAL TRADE AND WTO SERVICES
Advising on all matters related to IPRsand TRIPs (Trade-Related Aspects ofIntellectual Property Rights)Agreement of WTO
Advising on and issuing certificateson Foreign Trade Policy andProcedures
Advising on matters relating toantidumping, safeguard duties andcountervailing duties
Advising on Intellectual Propertylicensing and drafting of Agreement
International Commercial Arbitration Acting as registered Trade MarkAgent
INFORMATION TECHNOLOGY
Compliance with cyber laws Developing management reports andcontrols
Conducting Board Meetingsthrough video-conferencing andteleconferencing
Maintaining statutory records in electronicform
Advising on IT related IPR E-filing of forms / documents under MCAand other statutory authorities
MANAGEMENT SERVICESGeneral/ Strategic Management
Advising on corporate socialresponsibility
Formulation of the organizational structure
Participating in formulation ofBusiness policy, strategy andplanning
Acting as management representative toobtain ISO Certification
Advising on sustainability accounting and reporting
Corporate Communications and Public Relations
Communication with variousstakeholders, like Shareholders,Government, Regulators,Authorities etc.
Advisory services for Brand equity andimage building
Human Resources Management
Advising on industrial and labourlaws
Audit of the HR function
Manpower planning and development Performance appraisal
Office management, work studies andperformance standards
Motivation and remunerationstrategies
Maintaining Industrial relations
Attaining cultural Integration