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INFORMATION TECHNOLOGY
MARKETING
PRODUCTION AND OPERATIONS
HUMAN RESOURCES
CORPORATE COMMUNICATION
FINANCE ANDACCOUNTS
LEGAL
CORPORATEPLANNING
DIR A DIR B DIR C DIR D DIR EBOARD OF DIRECTORS
DEPARTMENTS IN A COMPANY
EXTERNAL STAKEHOLDERS
INVESTORSINVESTORS
GOVERNMENT AND REGULATORS
GOVERNMENT AND REGULATORS
SOCIETYSOCIETY
SUPPLIERSSUPPLIERS
CUSTOMERSCUSTOMERS
LENDERSLENDERS
CORPORATEPLANNING
LEGALFINANCE AND
ACCOUNTSHUMAN
RESOURCESCORPORATE
COMMUNICATIONPRODUCTION
AND OPERATIONSMARKETING
INFORMATION TECHNOLOGY
A Existing Corporate Structure
COMPANY POLICIES
OPERATIONAL PLANNING AND EXECUTION
DIR A DIR B DIR C DIR D DIR EBOARD OF DIRECTORS
CORPORATEPLANNING
LEGALFINANCE AND
ACCOUNTSHUMAN
RESOURCESCORPORATE
COMMUNICATIONPRODUCTION
AND OPERATIONSMARKETING
INFORMATION TECHNOLOGY
DEPARTMENTS IN A COMPANY
EXTERNAL STAKEHOLDERSCOMPANY
SECRETARY
INVESTORSINVESTORS
GOVERNMENT AND REGULATORS
GOVERNMENT AND REGULATORS
SOCIETYSOCIETY
SUPPLIERSSUPPLIERS
CUSTOMERSCUSTOMERS
LENDERSLENDERS
CS is the Principal Officer of the Company
The Company Secretary, a professional
bound by the Code of Conduct, aligns various
management functions with company
policies, ensures compliance of all applicable
laws and endeavours to develop mutual trust
between various stakeholders leading to
good corporate governance and sustainable
growth of the company.
-The Institute of Company Secretaries of India
”Corporate Governance is the
application of bestmanagement
practices,compliance of law in letterand spirit and adherence to ethical standards
for effective management and distribution of wealth
and discharge of social responsibilityfor sustainable
development of all stakeholders”
CompanyPolicies
ManagementFunctions
Regulatory Compliances
Ethics andMutual Trust
SUSTAINABLE
GROW
TH
COMPANY SECRETARYnavigates the
CORPORATE GROWTHwith
GOOD GOVERNANCE
The Company Secretary in Practice is an
independent professional, bound by the Code
of Conduct, rendering audit, advisory and
representation services in relation to
management, law and corporate governance
processes and practices.
Media And Entertainment
Infrastructure, Power And Telecom
IT Solutions
IT Enabled Services And BPO
Textiles
Tourism And Hotel Capital Market And Its Intermediaries
Engineering and Construction FMCG
Agriculture AndFood Processing
Capital Goods
Drugs, Pharma And Healthcare
Banking And NBFC
Financial Services
DUE DILIGENCE DOCUMENTATION COMPLIANCES
REPRESENTATION
CORPORATEGOVERNANCE
AUDIT ADVISORY
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
Public SectorUndertakings
Private LimitedCompanies
Trusts And NGOs
Coop Societies And Producer Companies
Municipal Boards
Semi-governmentOrganisation
Unlisted PublicCompanies
Listed PublicCompanies
Unexplored Organisations
SMALLSCALE
MEDIUM
SCALE
LARGE
SCALE
There are over 6 Lakh Companies in India. More than 50% of these are active companies in which Company Secretaries can work.
Rest of the companies do not file basic documents with ROC, hence Company Secretaries can improve their management and compliance system there. Out of active companies 65000 are Public Limited Companies.
Out of which 10000 are listed companies.
In A BIG Company Like ITC
Secretarial Department
Board AffairsInvestor Relations
& Grievances
Corporate Governance
Secretarial Compliances
In A MID SIZE Company
Company SecretaryResponsible for
LegalFinance
& AccountsAudit
CommitteesSecretarial
In A Small Size Company
Company SecretaryHandling only
Legal Secretarial
Legal work of other departments
Accounts & Finance Personnel & HRD
Vacuum lies for
General Management
Planning and Control – Formulating a programme for a definite course of action and overseeing its implementation
Communication – Exchange of information between various stakeholders
Coordination – Integration and harmonisation of diverse operations
Decision Making – Evaluation of various options available to the management
Problem Solving – Conflict resolution, contingency planning, etc
Legal
Advisory – Advising on applicability, interpretation and procedures under various laws
Compliances – Ensuring compliances under various all laws applicable to the company
Certification – Issuing certificates required under various laws
Audit – Conducting Secretarial Audit, Securities Audit, Intermediaries Audit and other Audit as required under any law for the time being in force
Due Diligence, Search, Credit Reporting, etc
Representation – Authorised representative before government and regulatory bodies, quasi-judicial bodies, etc.
Legal
Legal Documentation – Drafting and vetting of various legal documents including agreements, contracts, deeds, power of attorney, etc.
Arbitration and Conciliation – Arbitration, conciliation and Other Alternate Dispute Resolution (ADR) methods for settlement of commercial disputes
Corporate Communication
Communication with directors, investors, employees, consumers, suppliers, government and regulators, media and general public
MIS and Follow-up of board decisions
Notice and Agenda for Meetings
Issue of various Circulars and Notices
Annual Report and Accounts
Corporate Planning
Business policy and strategy and the overall planning
Joint Ventures/ Strategic Alliances/ MOUs
Promotion, Formation and Setting up of Companies/ Projects and Other forms of organisations
Reconstruction and Reorganization
Securities Management and Compliances
Mergers and Acquisitions
Risk Management
Intellectual Property Rights - Registration and Licensing
Management/ Operational Audits
Finance and Accounts
Compliance of Fiscal Laws
Finalisation of Accounts
Budgetary controls
Investment Analysis
Capital Restructuring
Treasury Management
Loan Documentation and Syndication
Cost Management
Transfer Pricing
Internal Audit
Human Resources Development
Compliance of Labour Laws
HRD Audit
Industrial Relations
Human resource planning, recruitment and training
Motivation and Compensation Packages
Performance appraisal
Promotion Policies
Voluntary Retirement Schemes
Information Technology
Legal Reporting and Filing of E-Forms (DCA21, EDIFAR)
Compliance of Information Technology Act
Digital Signature - Registration and Usage
Software Licenses and Agreements
Information System Audit
Meetings through Video/ Teleconferencing
Web-casting of General Meetings
Functional coordination and integration
Production and Operations
Compliance of Industrial and Environment Laws
Inventory management and control
Industrial Safety Standards
Project Management
Drafting of Contracts and Purchase Orders
Compliance of Works Contract Act
Budgeting, accounting and cost control
Marketing
Compliance of Laws Relating to Competition and Consumers
Agreements with wholesalers, retailers, franchisee, etc.
Trademarks – Registration and Licensing
Legal aspects of Package Design
Vetting of Advertisements and Marketing Literature
Corporate Governance
Advisory and Compliances in Multinational Regulatory Environment
BPO and Related Services
Investment Advisory
Intellectual Property Rights
Commercial Arbitration and ADR
Management Consultancy Services
International Taxation
Transfer Pricing
Quality of
Service
CorporateLaws
EconomicLaws
TaxationLaws
WTO & IPR
InternationalTrade Law
IT & BPOManagementConsulting
Finance and Accounting
Commerce
BrandSynergy
Infrastructure
SynergyCapitalSynergy
Collaborative Commerce
SingleWindowInterface
KnowledgeSynergy
GlobalPresence
Growing Revenues
Growing Customers
Growing Nations
CS + CA + CWA + MBA
+ LLB
Risk Minimisation
Wider Area of Expertise
Wider Geographic Reach
Firm’s Strength – Enhancing Brand Equity
Active Networking and Public Relations
Infrastructure Sharing
Overhead Sharing
Close Self Help Group
Best Practices/ Expertise in Firm Management
Every growing company needs a person to
- align various management functions with company policies
- ensure compliance of all applicable laws
- develop mutual trust between various stakeholders
As defined in Company Secretaries Act 1980 practising members can provide all services right from Promotion to Winding up of Companies
All companies require advisory and representation services relating to Management and Law
There are over 3 Million Organisations in Organised Sector including Companies, Societies, Trusts, Partnerships, HUFs, Sole Proprietary, etc. requiring services of professionals
Once upon a time a tortoise and a rabbit had an argument about who was faster. They decided to settle the argument with a race. They agreed on a route and started off the race.
The Rabbit shot ahead and ran briskly for some time. Then seeing that he was far ahead of the tortoise, he thought he'd sit under a tree for some time and relax before continuing the race. He sat under the tree and soon fell asleep.
The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ.
The Rabbit woke up and realized that he'd lost the race. The moral of the story is that
slow and steady wins the race.
This is the version of the story that we've all grown up with.
But then recently, someone told me a more interesting version of this story. It continues.
The Rabbit was disappointed at losing the race and he did some Defect Prevention (Root Cause Analysis). He realized that he'd lost the race only because he had been overconfident, careless and lax.
If he had not taken things for granted, there's no way the tortoise could have beaten him. So he challenged the tortoise to another race. The tortoise agreed.
This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles.
The moral of the story ？ Fast and consistent will always
beat the slow and steady.
But the story doesn't end here. The tortoise did some thinking this time, and realised that there's no way he can beat the rabbit in a race the way it was currently formatted.
He thought for a while, and then challenged the rabbit to another race, but on a slightly different route.
The rabbit agreed. They started off. In keeping with his self-made commitment to be consistently fast, the rabbit took off and ran at top speed until he came to a broad river.
The finishing line was a couple of kilometers on the other side of the river.
The hare sat there wondering what to do. In the meantime the tortoise trundled along, got into the river, swam to the opposite bank, continued walking and finished the race.
The moral of the story? First identify your core
competency and then change the playing field to suit your core
competency.
The story still hasn't ended.
The rabbit and the tortoise, by this time, had become pretty good friends and they did some thinking together. Both realised that the last race could have been run much better.
So they decided to do the last race again, but to run as a team this time.
They started off, and this time the rabbit carried the tortoise till the riverbank. There, the tortoise took over and swam across with the rabbit on his back.
On the opposite bank, the rabbit again carried the tortoise and they reached the finishing line together. They both felt a greater sense of satisfaction than they'd felt earlier.
The moral of the story? It's good to be individually brilliant and to have strong core competencies; but unless you're able to work in a team
and harness each other's core competencies, you'll always perform
below par because there will always be situations at which you'll do poorly and
someone else does well.
Teamwork is mainly about situational leadership, letting the person with the relevant core competency for a situation take leadership.
There are more lessons to be learnt from this story.
Note that neither the rabbit nor the tortoise gave up after failures. The hare decided to work harder and put in more effort after his failure.
The tortoise changed his strategy because he was already working as hard as he could. In life, when faced with failure, sometimes it is appropriate to work harder and put in more effort.
Sometimes it is appropriate to change strategy and try something different. And sometimes it is appropriate to do both.
The hare and the tortoise also learnt another vital lesson. When we stop competing against a rival and instead start competing against the situation, we perform far better.
When Roberto Goizueta took over
as CEO of Coca-Cola in the 1980s, he was faced with intense competition from
Pepsi that was eating into Coke's growth.
His executives were Pepsi-focused
and intent on increasing market share 0.1 per cent
a time.
Goizueta decided to stop competing
against Pepsi and instead compete
against the situation of 0.1 per cent
growth.
He asked his executives what was the average fluid intake of an
American per day? The answer was 14 ounces. What was
Coke's share of that? Two ounces. Goizueta said Coke
needed a larger share of that
market.
The competition wasn't Pepsi. It was
the water, tea, coffee, milk and fruit juices that went into the
remaining 12 ounces. The public should reach for a Coke
whenever they felt like drinking something.
To this end, Coke put up vending
machines at every street corner. Sales
took a quantum jump and Pepsi has never quite caught
up since.
To sum up, the story of the Rabbit and Tortoise teaches us many things. Important lessons are:That fast and consistent will always beat slow and steady; work to your competencies;
pooling resources and working as a team will always beat individual performers; never give up when faced with failure; and finally, compete against the situation. Not against a rival.
