building upon strong foundation icsi - foundation day-28_nov[1]

Company Secretaries Profession

Pavan Kumar Vijay, President

Building upon Strong Foundation

SECREATRYCOMPANY

originated from the Latin word

‘secretarius’

Person who keeps SECRETS. It reflecting the confidentiality of the role and the trust placed on its

holder

SECRET is always MOST IMPORTANT

STRATEGIC MATTERS are MOST IMPORTANT

Company Secretary is Must

For Continuity of Company

• Management of Strategic AffairsContinuity of company depends on formulation and implementation strategies and policies

• Compliance of Legal Requirements Non-compliance of law may lead to bankruptcy

Need for CS was felt in 1953

When the Companies Bill, 1953 was under consideration in Parliament, the then Finance Minister, Dr. C D Deshmukh, who piloted the Bill, assured the Parliament that it would be the endeavour of the Department of Company Law Administration to help in the building up of Profession of Company Secretaries.

Company Secretaries Institutes

The Indian Association of Chartered Institute of Secretaries of Joint Stock Companies and other Public Bodies (London), at Calcutta

The Indian Society of the Corporation of Secretaries (Limited), London at Bombay

The Institute of Company Secretaries at Bombay

None of them was found suitable for developing into All India Institution

Hence, an Advisory Board for the Profession was setup on non-statutory basis

Functions of Advisory Board

Advising Government on:

• Registration, training and coaching of students

• Holding of examinations

• The extent to which foreign qualifications can be fitted into the present scheme on reciprocal basis

Then

Department of Company Affairs started

Government Diploma in Company Secretaryship (GDCS)

This marked the beginning of profession of Company Secretaries in an organised manner

Since then, the number of candidates grown

Grown SUBSTANTIALLY

Then, a need was felt to establish an autonomous body

Accordingly

on 4th October 1968

An organisation was setup and registered

under Section 25 of the Companies Act

that played a vital role in Indian Corporate Sector

that is known as

Company Secretaries Act 1980

“An Act to make provisions

for the

regulation and development

of the

Profession of Company Secretaries”

Shri P Shiv Shankar, the then Minister of Law, Justice and Company Affairs while moving the Company Secretaries Bill, 1980

“The profession of Company Secretaries has an important

part to play in the introduction of

professionalism in the area of corporate management”

Profile of CS Under the Act

Sub-section (2) of Section 2

(b) “Perform or performs services in relation to promotion, forming, incorporation, amalgamation, reconstruction, reorganisation

or winding up of the Companies”

These are the areas of Strategic Management and require extensive research, analysis, innovation, negotiation, documentation, etc.

Profile of CS Under the ActSub-section (2) of Section 2

(c) (i) “Authorised Representative of a company with respect to filing, registering, presenting, attesting or verifying, any documents by or on behalf of the company”

Authorised representative does mean only representation before government and regulatory authoritiesRepresentation is also made to Investors, business partners, banks and money lenders, media, arbitrators, customers, suppliers, … the list is very long

Profile of CS Under the Act

Sub-section (2) of Section 2

(c) (i) “Secretarial Auditor or Consultant”

It is Audit of Secretarial Function.

Secretarial function now encompasses compliance of all laws applicable to the company and adherence to good corporate governance norms.

Profile of CS Under the ActSub-section (2) of Section 2

(c) (vi) “Advisor to company on MANAGEMENT, including legal or procedural matters falling under any law for the time being in force”

General Management includes Leadership and Strategic Management

Various Management Function in which we provide our services include Legal, Financial, HRD, Marketing, Production, Information Technology, Infrastructure, R&D, Quality, etc.

Over the years the role company secretaries has expanded

Company Secretaries are able to do all these

because

Company Secretaries are Built on

Ethics

Excellence

Independence

Company Secretaries are Stitched to ICSI Values

Integrity

Collective Wisdom

Service

Innovation

However

Change is only Constant

The World is changing very fast

So, expectations from Company Secretaries are also changing

Company Secretaries Profession is also exposed to variety of RISKS

Risk Factors

LegislativeRisk

CompetitiveRisks

Inte

rnal

Ris

k

Tech

nolo

gic

al

Ris

ks

Four critical developments are changing the business world

Corporate Governance

WEALTHSHARING

WEALTHMANAGEMENT

WEALTHCREATION

Globalisation

Vasudev Kutumbakam becoming a reality

Technological Advancements

Transportation Communicatio

n

Information

Public Private Partnership

Government

Industry

These are bringing

Opportunities as well as Challenges

Because of wider knowledge and concern for everyone

Company Secretaries play an important role in translating

excellence in Corporate Governance into reality

Considering increasing Globalisation of Trade and Commerce

We adopted a Vision to achieve Global Leadership in Corporate

Governance

Our Vision

“To be global leader in

development of professionals

specialising in

corporate governance”

Our Mission

“To continuously develop high calibre professionals

ensuring good corporate governance and effective management and to carry out proactive research and development activities for protection of interest of all stakeholders, thus contributing to public good”

Our Vision for Global Leadershipis

NOT about Global Dominance

Its about global positioning

Its about global benchmarking

Its about global best practices

Its about global concern, not only domestic one

Corporate Governance is a wide enough to cover everything in

company

Defining Corporate Governance

”Corporate Governance is the

application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders” -ICSI

Definition by ICSI

Developed after:

• Experience from two ICSI National Awards for Excellence in Corporate Governance

• Covering visionary thoughts of Indian Leaders

• Original Research for publishing ‘Corporate Governance Reporting (Model Formats)’

• Study of International Codes and Best Practices

• Extensive in-house delibrations

The Vision is tall

We have started climbing stairs to our vision

Extensive Professional Development Programmes

Extensive Professional Development Programmes

Brand Building

Extensive Professional Development Programmes

Brand Building

Extensive Research Projects

Extensive Professional Development Programmes

Brand Building

Extensive Research Projects

Re-organisation of Activities

Extensive Professional Development Programmes

Brand Building

Extensive Research Projects

Re-organisation of Activities

Infrastructure Development

Extensive Professional Development Programmes

Brand Building

Extensive Research Projects

Re-organisation of Activities

Infrastructure Development

Study of Future Role of CS

Extensive Professional Development Programmes

Brand Building

Extensive Research Projects

Re-organisation of Activities

Infrastructure Development

Study of Future Role of CS

Globalisation of Profession

Still a lot need to be done to achieve our vision of

in Corporate Governance

GlobalLeadership

GlobalLeadership

Corporate Governance in Institute’s Affairs

Human Resource Development

Reengineering of all Processes

Quality Management System

Knowledge Management

Proactive Professional Development

International Networking

GlobalLeadership

GlobalLeadership

We will achieve our vision by 2010

The strength behind our optimism is

ICSI Parivar

Members

A Closely Knit Family of Professionals

Students

Human Resources

17000

150000

235

…and also our existing Nation-wide Network

However members needs to rethink

…and change themselves with time

Opportunities are there but need to be explored

Opportunities for CS• Focus on Areas where Computers cannot

enter

• Venturing into Unexplored Areas

• Diversification into New Segments

• Fulfilling Expectations of the Society• Professionalism in National Development Projects

• Entrepreneurship • Professionals know how to do business better

than anyone

Where Technology Cannot Enter• Arbitration and ADR

• Due Diligence

• Innovation/ Idea Generation

• Complex Decision Making

• Contingency Planning

• Crisis Management

• HRD and Industrial Relations

• Entrepreneurship

Exploring Opportunities in Various Management

Functions

We Already Deal with All

Departments

MARKETING

R&D AND PRODUCTION

CORPORATE COMMUNICATION

STRATEGY

INFORMATION TECHNOLOGY

HRM

FINANCIAL

SECRETARIALAND LEGAL

Company Secretaries must diversify into New Segments

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

Different Knowledge Areas

ADVISORY DOCUMENTATION REPRESENTATION

DUE DILIGENCE CERTIFICATION

COMPLIANCESCORPORATE

GOVERNANCESECURITITIESMANAGEMENT

Different Services

PUBLIC SECTORUNDERTAKINGS

PRIVATE LIMITEDCOMPANIES

TRUSTS AND NGOS

COOP SOCIETIES AND PRODUCER COMPANIES

MUNICIPAL BOARDS

Different Corporate Structures

SEMI-GOVERNMENTORGANISATION

UNLISTED PUBLICCOMPANIES

LISTED PUBLICCOMPANIES

SocietyExpects

Professionalism Here

Different Industry Segment

s

MEDIA AND ENTERTAINMENT

INFRASTRUCTURE, POWER AND TELECOM

IT SOLUTIONS

IT ENABLED SERVICES AND BPO

TEXTILES

TOURISM AND HOTELCAPITAL MARKET AND ITS INTERMEDIARIES

HOUSING AND CONSTRUCTION

FMCG

AGRICULTURE ANDFOOD PROCESSING

CAPITAL GOODS

DRUGS, PHARMA AND HEALTHCARE

BANKING AND NBFCS

FINANCIAL SERVICES

SMALLSCALE

MEDIUM

SCALE

LARGE

SCALE

Different Scales

INDIANOPERATIONS

MNCs

INDIANSUBSIDIARIES ABROAD

Different Geographies of Operations

There may be some GAP, but it can be bridged

Bridging the Gap • Understand Industry Needs

• Gain ‘Knowledge of Management Functions’ – Learning little more than what is included in the CS Courses

• Provide PQRS – Productivity, Quality, Reliability and Service

• Use 3Cs - Creativity, Confidence and Communication

• Conduct Periodical SWOT Analysis of Self

• Use Technology to Beat Technology

Understand Industry

Needs

MEDIA AND ENTERTAINMENT

INFRASTRUCTURE, POWER AND TELECOM

IT SOLUTIONS

IT ENABLED SERVICES AND BPO

TEXTILES

TOURISM AND HOTELCAPITAL MARKET AND ITS INTERMEDIARIES

HOUSING AND CONSTRUCTION

FMCG

AGRICULTURE ANDFOOD PROCESSING

CAPITAL GOODS

DRUGS, PHARMA AND HEALTHCARE

BANKING AND NBFCS

FINANCIAL SERVICES

We Already Deal with All Departments

MARKETING

R&D AND PRODUCTION

CORPORATE COMMUNICATION

STRATEGY

INFORMATION TECHNOLOGY

HRM

FINANCIAL

SECRETARIALAND LEGAL

Learn little bit about these Management Functions

Provide PQRS

•Productivity – Management want you to use resources in most profitable manner

•Quality – There is no compromise on quality

•Reliability – Companies require trust in abilities and loyalty to company all the time

•Service – Value Added Services with courtesy and smile is absolute necessity

Use 3 Cs

•Creativity – Innovation is the critical success factor

•Confidence – Believe in Yourself (Yes, You Can Do It)

•Communication – It is how you make people know about your creativity and confidence. It is Communication that creates opportunities.

Periodical SWOT Analysis

• Strengths: What are my strengths?

• Weaknesses: What are my weaknesses?

• Opportunities: What are new opportunities?

• Threats: What are new threats?

So that you can CHANGE with the TIME

Use Technology to Beat Technology• Extensively using Internet and E-commerce

• Knowledge of Enterprise Resource Planning (ERP)

• Using ERP and CRM in Practising Firms

• Using Data Warehousing and Data Mining Tools

• Discovering Computer Based Complex Business Analysis Models

There are many more...

and

COOPERATE INSTEAD OF COMPETE

Global Success Call for Synergy of

BrandKnowledge

InfrastructureCapital

Let Collaboration be Buzz Word for Us

Quality of

Service

CorporateLaws

EconomicLaws

TaxationLaws

WTO & IPR

InternationalTrade Law

IT & BPOManagementConsulting

Finance and Accounting

Commerce

BrandSynergy

InfrastructureSynergy

CapitalSynergy

Collaborative Commerce

SingleWindowInterface

KnowledgeSynergy

GlobalPresence

Growing Revenues

Growing Customers

Growing Nations

Adherence to Good Corporate Governance Norms in firm of PCS

…is as vital as in any Company

We strive forExcellence in

Corporate Governancebecause

Excellence in Corporate Governance

Corporate Excellence

Social Excellence

National Excellence

Excellence in Corporate Governance leads to National Excellence

Best Governed Companies have excelled even in turbulent times

For example, companies that have won

ICSI NATIONAL

AWARDFOR

EXCELLENCEIN

CORPORATE GOVERNANCE

These examples tell us

Excellence

Good Governance

is key to

Be it in country, state or corporate sector