ELEMENTS OF COMPANY SECRETRIES

LEGISLATION

 It is premier national body set up under an act of parliament, The Company

Secretaries Act, 1980.
 ICSI functions under the jurisdiction of the Ministry of Corporate
Affairs, Government of India.
 ICSI has its headquarters at New Delhi, four Regional offices at New
Delhi, Chennai, Kolkata, Mumbai and over 70 chapters across India.

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

THE VISION, MOTTO, MISSION AND CORE VALUES OG THE INSTITUTE:

VISION: To be a global leader in promoting Good Corporate Governance.

MISSION: To develop high caliber professional facilitating good Corporate

Governance.

MOTTO: Speak the truth, Abide by the law.

CORE VALUES: Integrity, Ethics, Reliability, Ownership, Being’stakeholder

centric’.

INTEGRITY:

 The word integrity is derived from the Latin word ‘Integer’ which means
whole or complete.
 As integrity conveys a sense of wholeness and strength.

ETHICS:

 The term has its origin from a Greek word “ethos”, which mean character of
custom-
The distinguishing character, moral nature or guiding beliefs of a person,
institution or group.
 Also, it means Sense of Right or Wrong.
BEING ‘STAKEHOLDER-CENTRIC’

RELIABILITY:

 Reliability is an assurance of quality of service and commitment.

 Quality and predictability through commitment and value added services is
strongest USP of the ICSI and its members.

OWNERSHIP:

 Ownership is synonymous with responsibility, accountability, and

empowerment.
 “Ownership being one of our core values, we believe that it will reduce risk,
increase efficiency and contribute to goodwill, reputation, and brand image
of the Institute and the profession.”

COMPANY SECRETARY

 According to section 2(1)(c) of the Company Secretaries Act, 1980

“Company Secretary” means a person who is a member of the Institute of
Company Secretaries of India.
 Under Companies Act, 2013 Company secretary has been defined u/s 2(24).
 As per section 203 of Companies Act,2013 read with Rule 8 of the
companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 provides that every listed company and every other public company
having a paid up share capital of ten crore or more shall have following whole
time key managerial personnel:
i. Managing Director(MD); or Chief Executive Officer(CEO) or
Manager and in their absence, a Whole time Director(WTD)
ii. Company Secretary; and
iii. Chief Financial Officer;

According to Rule 8A of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 Every Private company which has a paid up share
capital of 10 crore rupees or more shall have a whole time company secretary.

COMPANY SECRETARY IN PRACTICE

As per Section 2(25) of the Companies Act, 2013 “Company Secretary in Practice”
means a company secretary who is deemed to be in practice under section 2(2) of
the company secretaries Act, 1980.
A member of the institute shall be deemed “to be in practice” when individually or
in partnership with one or more members of the institute in practice or in
partnership with members of such other recognized professions as may be
prescribed, he, in consideration of remuneration received or to be received.-

a) Engages himself in the practice of profession of Company secretaries, or in

relation to, any company; or
b) Offers to perform or performs services in relation to the promotion,
forming, incorporation, amalgamation, reconstruction, reorganization or
winding up of companies; or
c) Offers to perform or performs such services as may be performed by-
i. An authorized representative of a company with respect to filing,
registering, presenting, attesting or verifying any documents
ii. or consultant.
iii. An adviser to company on management, including any legal or
procedural matters
iv. Issuing certificates on behalf of, or for the purpose of, a company; or
d) Holds himself out to the public as Company Secretary in practice; or
e) Renders professional services or assistance with respect to matters of
principle or detail relating to the practice of the profession of company
secretaries; or
f) Renders such other services as, in the opinion of the council, are or may be
renderd by a company

Company secretary in practice have been authorized by government and

regulatory bodies such as RBI, SEBI, NCLT & NCLAT, IRDAI, Competition
Commission of India(CCI), Real Estate Authority of India(RERA) and stock
exchange to act as authorized representative and issue various certifications and
undertake Secretarial Audit of bigger companies.

SECRETARIAL AUDIT [50,250]

According to Section 204 of Companies Act, 2013

 Every listed company; and

 Every public company having
 paid up share capital of 50 crore or more; OR
 Turnover of 250 crore or more; OR
 Outstanding loans or borrowing from banks or public financial institution
of 100 crore or more

Fine in case of contravention of section by company, officer of the company, PCS:

One lac rupees to Five lacs rupees

FINANCIAL MARKETS SERVICES

Public Issue, Listing and Securities Management

1. Advisor/consultant in issue of shares and other securities

2. Preparation of Projects Reports and Feasibility Studies
3. Syndication of Loans from banks & financial institutions

4. 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

5. Loan Documentation, registration of charges, status and search reports

6. Listing of securities/delisting of securities with recognized stock exchange
7. Private placement of shares and other securities

8. Buy-back of shares and other securities

9. Raising of funds from international markets ADR/GDR/ECB

Takeover Code and Insider Trading

1. Ensuring compliance of the Takeover Regulations and any other laws or

rules as may be applicable in this regard.

2. Acting as Compliance Officer and ensuring compliance with SEBI

(Prohibition of insider Trading) Regulations including maintenance of
various documents.

Securities Compliance and Certification Services

Compliance with rules and regulations in the securities market particularly:

1. Internal Audit of Depository Participants

2. Certification under SEBI LODR/ICDR Regulations.

3. Audit in relation to Reconciliation of shares

4. Certificate in respect of compliance of Private Limited and Unlisted

Public Company (Buy Back Securities) Rules

FINANCE AND ACCOUNTING SERVICES

1. Internal Audit
2. Secretary to Audit Committee
3. Working capital and liquidity management
4. Determination of an appropriate capital structure
 5. Analysis of capital investment proposals
6. Business valuations prior to mergers and/or acquisitions
7. Loan syndication
8. Budgetary controls
9. Accounting and compilation of financial statements

TAXATION SERVICES

1. Advisory services to companies on tax management and tax planning

under Income Tax, GST and Customs Laws
2. Preparing/reviewing various returns and reports required for compliance
with a the tax laws and regulations
3. Representing companies and other persons before the tax authorities and
tribunals

INTERNATIONAL TRADE AND WTO SERVICES

1. Advising on all matters related to IPRs and TRIPs Agreement of WTO

2. Advising on matters relating to antidumping, subsidies and countervailing

duties
3. International Commercial Arbitration

4. Advising on and issuing certificates on Foreign Trade Policy and Procedures

5. Advising on Intellectual Property licensing and drafting of Agreement
6. Acting as registered Trade

Mark

Agent MANAGEMENT SERVICES

General/Strategic Management

1. Advising on Legal Structure of the organization

2. Business policy strategy and planning
3. Formulation of the organizational structure
4. Acting as management representative to obtain ISO Certification

Corporate Communications and Public Relations

1. Communication with shareholders, stakeholders, Government and

Regulators, Authorities, etc.
2. Advisory services for Brand equity and image building
Human Resources Management

1. Manpower planning and development

2. Audit of the HR function
3. Performance appraisal

4. Motivation and remuneration strategies

5. Industrial relations
6. Office management, work studies and performance standards
7. Advising on industrial and labour laws

Information Technology

1. Compliance with cyber laws

2. Conducting Board Meetings through video-conferencing and
teleconferencing

3. Advising on software copyright and licensing

4. Development of management reports and controls

5. Maintenance of statutory records in electronic form

6. Sending notices to shareholders by electronic mode

7. Filing of forms/documents in electronic form with Registrar of
Companies and other statutory authorities