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 www.icsi.edu
The ICSI is a premier naional professional body esablished under an Ac of Parliamen, namely he Company Secrearies Ac, 1980. 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 69 Chapers spread all over India. Has se up Cenre for Corporae Research and Training (ICSI-CCRT) a Navi Mumbai. Conducs examinaion a 67 cenres across he counry and one Overseas Cenre a Dubai.
ROLE OF COMPANY SECRETARIES Pursuan o secion 383A of he companies Ac, 1956, companies wih a paid-up share capial of Rs. 5 crore or more are legally obliged o appoin a whole-ime Company Secreary who mus be a member of he Insiue of Company Secrearies of India. Corporae Insolvency & Resrucuring Invesor Relaions Global Business Corporae Compliance Managemen Corporae Affairs Due Diligence Corporae Governance & Business Ehics Treasury Funcion Corporae and Social Susainabiliy Securiies Managemen & Compliances Sraegic Managemen 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. Is a vial link beween he company and is Board of Direcors, shareholders, governmen and regulaory auhoriies and all oher sakeholders. Ensures ha Board procedures are followed and regularly reviewed and provides guidance o Chairman and he Direcors on heir responsibiliies under various laws. The Company Secreary Commands high posiion in he value chain and acs conscience seeker of he company. A Company Secreary being mulidisciplinary professional renders ser vices in following areas: CORPORATE GOVERNANCE AND SECRETARIAL SERVICES Corporae Governance Services as Advising on good governance pracices and compliance of Corporae Governance norms as prescribed under various Corporae, Securiies and Oher Business Laws and regulaions and guidelines made hereunder. Company Secreary also assiss in developing a corporae and social susainabiliy framework. Corporae Secrearial Ser vices Promoion, formaion and incorporaion of companies and maers relaed herewih Filing, regisering any documen including forms, reurns and applicaions by and on behalf of he company as an auhorized represenaive Co-ordinaing board/general meeings and follow-up acions hereof All work relaing o Securiies and heir ransfer and ransmission Cusodian of corporae records, sauory books and regisers
Secrearial/Compliance Audi and Cerificaion Ser vices Secrearial/Compliance Audi Issuing Compliance cerificae for companies no required o employ a whole-ime Company Secreary Signing of Annual Reurn Oher declaraions, aesaions and cerificaions under he Companies Ac, 1956 CORPORATE LAWS ADVISORY AND REPRESENTATION SERVICES Corporae Laws Advisory Services Advising companies on Compliance of legal and procedural aspecs, paricularly under SEBI Ac, Securiies Conracs (Regulaion) Ac and rules and regulaions made hereunder Foreign Exchange Managemen Ac Consumer Proecion Ac Deposiories Ac Environmen and Polluion Conrol Laws Labour and Indusrial Laws Co-operaive Socieies Ac Mergers and Amalgamaions and Sraegic Alliances Foreign Collaboraions and Join Venures Seing up subsidiaries abroad Compeiion Policy and Compeiion Law Compliances IPR Proecion, Managemen, Valuaion and Audi Drafing of Legal Documens Represenaion Services Represening on behalf of a company and oher persons before Company Law Board Naional Company Law Tribunal Compeiion Commission of India Securiies Appellae Tribunal Regisrar of Companies Consumer Forums Telecom Dispues Selemen and Appellae Tribunal Tax Tribunals and Oher quasi-judicial bodies and Tribunals
Arbiraion and Conciliaion Ser vices Advising on arbiraion, negoiaion and conciliaion in commercial dispues beween he paries Acing as arbiraor/conciliaor in domesic and inernaional commercial dispues Drafing Arbiraion/Conciliaion Agreemen/Clause FINANCIAL MARKETS SERVICES Public Issue, Lising and Securiies Managemen Advisor/consulan in issue of shares and oher securiies in India and abroad Drafing of prospecus/offer for sale/ leer of offer/oher documens relaed o issue of securiies and obaining various approvals in associaion wih lead managers Lising / delising of securiies Privae placemen of securiies Buy-back of shares Raising of funds from inernaional markes ADR/GDR/ECB Acing as compliance officer under lising agreemen Compliance officer for various capial marke inermediaries Takeover Code and Insider Trading Ensuring compliance of he Takeover Regulaions and any oher laws or rules as may be applicable in his regard Ensuring compliance wih SEBI (Prohibiion of Insider Trading) Regulaion, 1992 including mainenance of various documens Securiies Compliance and Cerificaion Ser vices Compliance wih rules and regulaions in he securiies marke paricularly Inernal Audi of Deposiory Paricipans Inernal Audi of Sock Brokers/Trading Members/Clearing Members Cerificaions under SEBI (DIP) Guidelines Audi in relaion o Reconciliaion of shares Concurren Audi Cerificae in respec of compliance of Privae Limied and Unlised Public Company (Buy Back Securiies) Rules Cerificaion regarding compliance of condiions of Corporae Governance under clause 49 of he equiy lising agreemen Various cerificaions for rading members of sock exchanges Cerificaion regarding compliance as o issue of Bonus shares Lising Agreemen for Lising of Deb Securiies and Lising Agreemen for Indian Deposiory Receips
Diligence Repor and Cerificaion in respec of Consorium / Muliple banking arrangemen made by Scheduled Commercial Banks/Urban Co-opeaive Banks. Accouning and compilaion of financial saemens Working capial and liquidiy managemen Deerminaion of an appropriae capial srucure Analysis of capial invesmen proposals Advisory ser vices o companies on ax managemen and ax planning under Income Tax, Excise and Cusoms laws, Service Tax and VAT ec. Preparing/reviewing various reurns and repors Advising on all maers relaed o IPRs and TRIPs Agreemen of WTO Advising on maers relaing o anidumping, safeguard duies and couner vailing duies Inernaional Commercial Arbiraion BANKING SERVICES FINANCE AND ACCOUNTING SERVICES TAXATION SERVICES Loan Syndicaion Loan Documenaion Regisraion of Charges Saus and Search Repor Business valuaions prior o mergers and/or acquisiions Budgeary conrols Preparaion of Projec Repors and feasibiliy sudies Inernal Audi Secreary o Audi Commiee 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 INFORMATION TECHNOLOGY Advising on and issuing cerificaes on Foreign Trade Policy and Procedures Advising on Inellecual Propery licensing and drafing of Agreemen Acing as regisered Trade Mark Agen 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 under MCA-21 and oher sauory auhoriies
Advising on corporae social responsibiliy Paricipaing in formulaion of Business policy, sraegy and planning Communicaion wih various sakeholders, like Shareholders, Governmen, Regulaors, Auhoriies ec. MANAGEMENT SERVICES General/Sraegic Managemen Corporae Communicaions and Public Relaions Human Resources Managemen Formulaion of he organizaional srucure Acing as managemen represenaive o obain ISO Cerificaion Advising on susainabiliy accouning and reporing Advisory ser vices for Brand equiy and image building Advising on indusrial and labour laws Manpower planning and developmen Performance appraisal Moivaion and remuneraion sraegies Audi of he HR funcion Office managemen, work sudies and performance sandards Mainaining Indusrial relaions Aaining culural Inegraion HEADQUARTERS ICSI House, 22, Insiuional Area, Lodi Road, New Delhi 110 003 Phone: 011 41504444, 24617321 21, 24644431 32, Fax: 011 24626727 E-mail: info@icsi.edu websie : www.icsi.edu Cenre for Corporae Research and Training (ICSI-CCRT) Plo No. 101, Secor-15, Insiuional Area CBD Belapur Navi Mumbai 400 614 Phone: 022-27577814 16 Fax: 022 27574384 E-mail : ccr@vsnl.com REGIONAL COUNCILS EASTERN INDIA REGIONAL COUNCIL ICSI-EIRC Building, 3-A Ahiripukur I Lane, Kolkaa 700 019 Phone: 22832973, 22816541, 22816542 Fax: 22816542 E-mail: eiro@icsi.edu NORTHERN INDIA REGIONAL COUNCIL ICSI-NIRC Building, Plo No.4, Prasad Nagar Insiuional Area, New Delhi 110 005 Phone: 25763090, 25767190, 25816593 Fax: 25722662 Email: niro@icsi.edu; eoniro@icsi.edu SOUTHERN INDIA REGIONAL COUNCIL ICSI-SIRC House, No.9 Whea Crofs Road, Nungambakkam, Chennai 600 034 Phone: 28279898, 28222212 Fax: 28268685 E-mail: siro@icsi.edu WESTERN INDIA REGIONAL COUNCIL 13 Jolly Maker Chambers, No.2, Firs Floor, Nariman Poin, Mumbai 400021 Phone: 22021826, 22844073, 22047569, 22047580 22047604 Fax: 22850109 E-mail: wiro@icsi.edu
Role of Company Secreary Corporae Laws Corporae Governance Corporae Adminisraion Board and Shareholders Meeings Corporae Compliance Managemen Sakeholder Relaionship Company Secreary Guiding corporae growh hrough good governance. IPO, ADRs / GDRs Capial Markes, Sock Exchanges & Lising Agreemen Mergers & Amalgamaions Insider Trading & Takeovers Represenaions Arbiraion & Reconciliaion Direc and Indirec Taxes Invesor Educaion and Proecion Corporae Governance, he buzzword in oday's business environmen is a combinaion of legal pracices, ehics, bes managemen pracices, wealh creaion managemen and foresigh. Company Secreary is he key person, who implemens all hese in an encouraging environmen. Besides, he plays a vial role in planning Company's fuure. A Company Secreary who represens a company o he inernal and exernal sakeholders, coordinaes he managemen funcions and company policies, keeps an eye on ehics and muual rus, helps in sraegic decisions - aligning he company owards excellence. As a qualified professional from he ICSI, world's larges Insiue for Company Secrearies, he is a rue mulifaceed, who execues he day o day aciviies encompassing all he key areas of Corporae Governance, all he way o corporae growh hrough foresigh and professional dexeriy. Managing Excellence Websie: www.icsi.edu