Corporate Affairs. Due. Insolvency & Restructuring Investor Relations Corporate Governance & Business Ethics

Transcription

1 Corporae Affairs Treasury Funcion Due Corporae Diligence Insolvency & Resrucuring Invesor Relaions Corporae Governance & Business Ehics Human Resources Managemen Foreign Collaboraions & Join Venures Global Business Corporae Compliance Managemen Corporae and Social Susainabiliy Securiies Managemen & Compliances Sraegic Managemen

2 The ICSI is a premier naional professional body esablished under an Ac of Parliamen, namely he Company Secrearies Ac, Funcions under he adminisraive conrol of Minisry of Corporae Affairs, Governmen of India. Has been se up o develop and regulae he profession of Company Secrearies. Has is Headquarers a New Delhi and 4 Regional Councils a Chennai, Kolkaa, Mumbai and New Delhi and 68 Chapers spread all over India. Has se up Cenre for Corporae Governance, Research and Training (ICSI-CCGRT) a Navi Mumbai. Conducs examinaion a 85 cenres across he counry and one Overseas Cenre a Dubai.

3 Pursuan o secion 383A of he companies Ac, 1956, companies wih a paid-up share capial of Rs. 5 crore or more are compulsorily required o appoin a whole-ime Company Secreary who mus be a member of he Insiue of Company Secrearies of India. ROLE OF COMPANY SECRETARIES Corporae Insolvency & Resrucuring Invesor Relaions Global Business Corporae Compliance Managemen Corporae Affairs Due Diligence Corporae Governance & Business Ehics Corporae and Social Susainabiliy Securiies Managemen & Compliances Sraegic Managemen Treasury Funcion Human Resources Managemen Foreign Collaboraions & Join Venures Ever y company having a paid-up share capial of Rs.10 lakh or more bu less han Rs. 5 crore is required o engage he ser vices of a Secrear y in Whole-ime Pracice for issue of compliance Cerificae. The Company Secreary acs as a vial link beween he company and is Board of Direcors, shareholders and oher sakeholders and regulaory auhoriies plays a key role in ensuring ha he Board procedures are followed and regularly reviewed provides he Board wih guidance as o is duies, responsibiliies and powers under various laws, rules and regulaions acs as a compliance officer as well as an in-house legal counsel o advise he Board and he various funcional deparmens of he company on various corporaes, business, economic and ax laws is an imporan member of he corporae managemen eam and acs as conscience seeker of he company A Company Secreary being mulidisciplinary professional renders ser vices in following areas: CORPORATE GOVERNANCE, LEGAL AND SECRETARIAL SERVICES Corporae Governance Services Advising on good governance pracices and compliance of Corporae Governance norms as prescribed under he Companies Ac, Lising Agreemen and various oher laws, rules and regulaions. Corporae Secrearial Ser vices Promoion, formaion and incorporaion of companies and maers relaed herewih Filing, regisering documens including forms, reurns and applicaions by and on behalf of he company as an auhorised represenaive Mainenance of secrearial records, sauory books and regisers Arranging Board/general meeings and preparing minues hereof All work relaing o shares and heir ransfer and ransmission

4 Secrearial and Cerificaions under he Companies Ac. Secrearial Audi/Compliance Audi Issue Compliance Cerificae for companies no required o employ a Whole-ime Company Secreary Signing of Annual Reurn Pre-cerificaion of Forms Oher declaraions, aesaions and cerificaions under he Companies Ac. CORPORATE LAWS ADVISORY AND REPRESENTATION SERVICES Corporae Laws Advisory Services Advising companies on compliance of legal and procedural aspecs, paricularly under : SEBI Ac, SCRA and Rules and Regulaions made hereunder Deposiories Ac Foreign Exchange Managemen Ac Environmenal and Polluion Conrol Laws Labour and Indusrial Laws Co-operaive Socieies Ac Mergers, Amalgamaions and Sraegic Alliances Foreign Collaboraions and Join Venures Seing up Join Venures / Wholly owned subsidiaries abroad Represenaion Services Compeiion Policy and Ani Compeiive Pracices Inellecual Propery Righs - Proecion, Managemen, Valuaion and Audi Drafing of Legal Documens Represening on behalf of a company / oher persons before : Company Law Board Naional Company Law Tribunal MRTP Commission / Compeiion Commission of India Securiies Appellae Tribunal Regisrar of Companies Consumer Forums Telecom Dispues Selemen and Appellae Tribunal Tax Auhoriies, and Oher Quasi-judicial bodies and Tribunals Advising on arbiraion, negoiaion and conciliaion in commercial dispues beween paries Arbiraion and Conciliaion Ser vices Acing as Arbiraor/Conciliaor in domesic and inernaional commercial dispues Drafing Arbiraion/Conciliaion Agreemen/Clause

5 FINANCIAL MARKETS SERVICES Public Issue, Lising and Securiies Managemen Advisor / consulan in issue of shares and oher securiies Lising/delising of securiies wih recognized sock exchange Drafing of prospecus/offer for sale/leer of offer/ oher documens relaed o issue of securiies and obaining various approvals Loan documenaion, regisraion of charges, saus and search repors Privae placemen of shares and oher securiies Buy-back of shares Raising of funds from inernaional markes ADR/GDR/FCCBs/ FCEBs/ECB Due diligence BANKING SERVICES Diligence Repor and Cerificaion in respec of Consorium/Muliple banking arrangemen made by Scheduled Commercial Banks/Urban Co-opeaive Banks. Loan Syndicaion Loan Documenaion Regisraion of Charges Saus and Search Repor Takeover Code and Insider Trading Ensuring compliance of he Takeover Regulaions and oher applicable laws and rules Acing as Compliance Officer and ensuring compliance wih Prohibiion of Insider Trading Regulaions Securiies Compliance and Cerificaion Ser vices Cerificaion on compliance of Clause 49 (Corporae Governance) of Lising Agreemen Inernal Audi of Deposiory Paricipans / Porfolio Managers / Sock Brokers Concurren Audi Cerificaions under SEBI (DIP) Guidelines Audi in relaion o Reconciliaion of Shares Cerificae in respec of compliance of Privae Limied and Unlised Public Company (Buy Back of Securiies) Rules Compliance Officer under Lising Agreemen Cerificaion under clause 47 (c) (Transfer of Shares) of Lising Agreemen Cerificaion o Members of Sock Exchanges

6 FINANCE AND ACCOUNTING SERVICES Book-keeping, Accouning and Compilaion of Financial Saemens Inernal Audi Analysis of capial invesmen proposals Business valuaion prior o mergers and / or acquisiions Secreary o Audi Commiee Budgeary conrols Working capial and liquidiy managemen Deerminaion of appropriae capial srucure Preparaion of Projec Repors and Feasibiliy Sudies TAXATION SERVICES Advisory services o companies on ax managemen and ax planning under Income-Tax, Excise and Cusoms Laws, Service Tax and VAT Preparing/reviewing various Reurns and Repors required for compliance wih he ax laws and regulaions Represening companies and oher persons before he ax auhoriies and ribunals INTERNATIONAL TRADE AND WTO SERVICES Advising on maers relaed o IPRs under TRIPs Agreemen of WTO Advising on and issuing cerificaes in respec of Foreign Trade Policy and Procedures Advising on maers relaing o anidumping, subsidies and counervailing duies Advising on Inellecual Propery licensing and drafing of Agreemens Inernaional Commercial Arbiraion Acing as regisered Trade Marks Agen INFORMATION TECHNOLOGY Compliance wih cyber laws Conducing Board Meeings hrough video-conferencing and eleconferencing Advising on IT relaed IPR Developing managemen repors and conrols Mainaining sauory records in elecronic form E-Filing of forms/documens in elecronic mode wih Regisrar of Companies and oher sauory auhoriies

7 Advising on Legal Srucure of he organisaion Business policy, sraegy and planning Formulaion of organisaional srucure MANAGEMENT SERVICES General/Sraegic Managemen Corporae Communicaions and Public Relaions Communicaion wih various sakeholders, such as shareholders, Governmen, Regulaory Auhoriies, ec. Human Resource Managemen Acing as managemen represenaive o obain ISO Cerificaion Advising on Corporae Social Responsibiliy Advising on Susainabiliy Accouning and Reporing Advisory services for Brand equiy and image building Manpower planning and developmen Audi of he HR funcion Performance appraisal Moivaion and remuneraion sraegies Indusrial relaions Office managemen, work sudies and performance sandards Advising on indusrial and labour laws HEADQUARTERS ICSI House, 22, Insiuional Area, Lodi Road, New Delhi Tel: , , , Fax: info@icsi.edu Cenre for Corporae Governance, Research and Training (ICSI-CCGRT) Plo No. 101, Secor-15, Insiuional Area CBD Belapur Navi Mumbai Phone: Fax: ccgr@icsi.edu REGIONAL COUNCILS EASTERN INDIA REGIONAL COUNCIL ICSI-EIRC Building, 3-A Ahiripukur I Lane, Kolkaa Phone: , , , , Fax: , eiro@icsi.edu NORTHERN INDIA REGIONAL COUNCIL ICSI-NIRC Building, Plo No.4, Prasad Nagar Insiuional Area, New Delhi Phone: , Fax: niro@icsi.edu SOUTHERN INDIA REGIONAL COUNCIL ICSI-SIRC House, No.9 Whea Crofs Road, Nungambakkam, Chennai Phone: , Fax: siro@icsi.edu WESTERN INDIA REGIONAL COUNCIL 13 Jolly Maker Chambers, No.2, Firs Floor, Nariman Poin, Mumbai Phones: , , , Fax: wiro@icsi.edu To be a global leader in promoing Good Corporae Governance To develop high calibre professionals faciliaing good Corporae Governance

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