Institute of Company Secretaries of India - Role of Company Secretaries

Role of Company Secretaries

COMPANY SECRETARY – A LEAD PROFESSIONAL

A Company Secretary is defined under the Company Secretaries Act, 1980 to mean a person who is a member of ICSI.

 Under Section 2(45) of Companies Act, 1956 “Secretary” means a Company Secretary within the meaning of Section 2(1)(c) of the Company Secretaries Act, 1980 (56 of 1980) and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties.

 Pursuant to Section 383A of the Companies Act, 1956, companies with a paid-up share capital of rupees five crore or more are compulsorily required to appoint a whole-time Company Secretary who must be the member of the Institute of Company Secretaries of India.

The Company Secretary

 acts as a vital link between the company and its Board of Directors, shareholders and other stakeholders and regulatory authorities;  plays a key role in ensuring that the Board procedures are followed and regularly reviewed;  provides the Board with guidance as to its duties, responsibilities and powers under various laws, rules and regulations;  acts as a compliance officer as well as an in-house legal counsel to advise the Board and the functional departments of the company on various corporates, business, economic and tax laws;  is an important member of the corporate management team and acts as conscience seeker of the company.

Company Secretary in Practice

 Many of the members of the Institute are in independent public practice.  Under section 2(45A) of the Companies Act, 1956 “secretary in whole-time practice” means a secretary who shall be deemed to be in practice within the meaning of sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who is not in full-time employment.

Companies to obtain Compliance Certificate

Every company having a paid-up share capital of rupees ten lakh or more but less than rupees five crore is required to obtain a compliance certificate from a Secretary in Whole-time Practice.

SERVICES RENDERED BY COMPANY SECRETARIES

A Company Secretary being multi-disciplinary professional renders wide range of services.

Corporate Governance Services

Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and other Business Laws and regulations and guidelines made thereunder. Company Secretary also assists in developing a corporate compliance management system and social sustainability framework.

Corporate Secretarial Services

• Promotion, formation and incorporation of companies and matters related herewith • 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 • Issuing Compliance certificate for companies not required to employ a whole-time Company Secretary • Signing of Annual Return • Other declarations, attestations and certifications under the Companies Act, 1956.

Corporate Laws Advisory Services

Advising companies on Compliance of legal and procedural aspects, particularly under –

• SEBI Act, Securities Contracts (Regulation) Act and rules and regulations made thereunder • Foreign Exchange Management Act • Consumer Protection Act • Depositories Act • Environment and Pollution Control Laws • Labour and Industrial Laws • Co-operative Societies Act • Mergers, Amalgamations and Strategic Alliances • Foreign Collaborations and Joint Ventures • Setting up subsidiaries abroad • Competition Policy and Competition Law Compliances • IPR Protection, Management, Valuation and Audit • Drafting of Legal Documents.

Representation Services

Representing on behalf of a company and other persons before–

• Company Law Board • National Company Law Tribunal • Competition Commission of India • Securities Appellate Tribunal • Registrar of Companies • Consumer Forums • Telecom Disputes Settlement and Appellate Tribunal • Tax Tribunals and • Other quasi-judicial bodies 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 commercial disputes • Drafting Arbitration/Conciliation Agreement/Clause.

Public Issue, Listing and Securities Management

• Advisor/consultant in issue of shares and other securities in India and abroad • 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 • Listing / delisting of securities • Private placement of securities • Buy-back of shares • Raising of funds from international markets – ADR/GDR/ECB • Acting as compliance officer under listing agreement • Compliance officer for various capital market intermediaries.

Takeover Code and Insider Trading

• Ensuring compliance of the Takeover Regulations • Ensuring compliance with SEBI (Prohibition of Insider Trading) Regulation, 1992 including maintenance of various documents

Securities Compliance and Certification Services

Compliance with rules and regulations in the securities market particularly –

• Internal Audit of Depository Participants • Internal Audit of Stock Brokers/Trading Members/Clearing Members • Internal Audit of Portfolio Managers • Internal Audit of Credit Rating Agencies • Certification in relation to Reconciliation of total issued capital, listed capital and Capital held by depositories in dematerialized form • Concurrent Audit in case of Demat Account Opening, Control, Verification of Delivery Instruction Slips • Certification regarding Non- Promoters Holding under clause 35 of the equity listing agreement • Certification that all transfers have been completed within stipulated time period under Clause 47 (c ) of the equity Listing Agreement • Certification regarding compliance of conditions of Corporate Governance under Clause 49 of the equity listing agreement • Listing Agreement for Listing of Debt Securities and Listing Agreement for Indian Depository Receipts • Various certifications for trading members of stock exchanges.

Banking Services

• Diligence Report and Certification in respect of Consortium / Multiple banking arrangements made by Scheduled Commercial Banks/Urban Co-operative Banks • Loan Syndication • Loan Documentation • Registration of Charges • Status and Search Report.

Finance and Accounting Services

• Accounting and compilation of financial statements • Working capital and liquidity management • Determination of an appropriate capital structure • Analysis of capital investment proposals • Business valuations prior to mergers and/or acquisitions • Budgetary controls • Preparation of Project Reports and feasibility studies • Internal Audit.

Taxation Services

• Advisory services to companies on tax management and tax planning under Income Tax, Excise and Customs laws, Service Tax and VAT 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 IPRs and TRIPs Agreement of WTO • Advising on matters relating to anti-dumping, safeguard duties and countervailing duties • International Commercial Arbitration • Advising on and issuing certificates on Foreign Trade Policy and Procedures • Advising on Intellectual Property licensing and drafting of Agreement • Acting as registered Trade Mark Agent.

Advisory Services on Information Technology

• Compliance with cyber laws • Conducting Board Meetings through video-conferencing and teleconferencing • Advising on IT related IPR • Developing management reports and controls • Maintaining statutory records in electronic form • E-filing of forms / documents under MCA-21 and other statutory authorities.

Management Services

General / Strategic Management • Advising on Corporate Social Responsibility • Participating in formulation of Business policy, strategy and planning • Formulation of Organisation Structure • Acting as management representative to obtain ISO certification • Advising on sustainability accounting and reporting.

Corporate Communication and Public Relations

• Communication with various stakeholders, like shareholders, Government, Regulators, Authorities ,etc. • Advisory services for Brand equity and image building.

Human Resource Management

• Advising on industrial and labour laws • Manpower Planning and development • Performance appraisal • Motivation and remuneration strategies • Audit of HR function • Office management, work studies and performance standards • Maintaining industrial relations • Attaining cultural integration.