Formation: October 4, 1968.

1 The ICSI is a premier national professionalbody established under an Act ofParliament, namely the CompanySecretaries Act, 1980.

2 Functions under the administrative controlof Ministry of Corporate Affairs,Government of India.

3 Has been set up to develop and regulatethe profession of Company Secretaries.

4 Headquarters: : 22, ICSI HOUSE, LodhiRoad, Institutional Area, Lodhi Colony, New Delhi 110003, India and 4 Regional Councils at Chennai, Kolkata, Mumbai and New Delhi and 69 Chapters spread all over India.

Company Secretaries

Company Secretary in Employment:As per Section 203 of the Companies Act, 2013 a Company Secretary has been recognized as Key Managerial Personnel along with the Chief Executive Officer/ Managing Director/ Manager, Whole-time Director and Chief Financial Officer. (Section 203)Under Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:A company which has a paid up share capital of 5 crore rupees or more shall have a whole-time company secretary

Company Secretary in Practice:

A member of the ICSI not in any employment is entitled to practice after obtaining a Certificate of Practice from theInstitute.Section 2(25) of the Companies Act, 2013 defines the term "company secretary in practice" which means a companysecretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980.Section 2(2) of the Company Secretaries Act, 1980 (hereinafter called the Act) provides that a member of the Instituteshall be deemed to be in practice when, individually or in partnership with one or more members of the Institute inpractice or in partnership with members of such other recognised professions as may be prescribed, does any of thefollowing in consideration of remuneration received or to be received: engages himself in the practice of the professionof company secretaries to, or in relation to, any company; or(b) offers to perform or performs services in relation to the promotion, formation, incorporation, amalgamation,reconstruction, reorganisation or winding up of companies; or(c) offers to perform or performs such services as may be performed by:(i) an authorised representative of a company with respect to filing, registering, presenting, attesting or verifying anydocuments (including forms, applications and returns) by or on behalf of the company,(ii) a share transfer agent,(iii) an issue house,(iv) a share and stock broker, a secretarial auditor or consultant, an advisor to a company on management including anylegal or procedural matter falling under the Capital Issues (Control) Act, 1947** the Industries (Development and Regulation) Act, 1951, the Companies Act, 1956, the Securities Contracts(Regulation) Act, 1956, any of the rules or bye-laws made by a recognised stock exchange, the Monopolies andRestrictive Trade Practices Act, 1969, the Foreign Exchange Regulation Act, 1973*, or under any other law for the timebeing in force,(vii) issuing certificates on behalf of or for the purposes of, a company; or(d) holds himself out to the public as a company secretary in practice; or(e) renders professional services or assistance with respect to matters of principle or detail relating to the practice ofthe profession of company secretaries; or renders such other services as, in the opinion of the Council, are or may berendered by a company secretary in practice

The Company Secretary

Is a vital link between the company and its Board of Directors, shareholders, government andregulatory authorities and all other

Ensures that Board procedures are followed and regularly reviewed and provides guidance toChairman and the Directors on their responsibilities under various laws.

Commands high position in the value chain and acts conscience seeker of the company.

A Company Secretary being multi-disciplinary professional renders services in following areas:

Corporate Governance Services

Advising on good governance practices and compliance of CorporateGovernance norms as prescribed under various Corporate, Securities andOther Business Laws and regulations and guidelines made thereunder.Company Secretary also assists in developing a corporate and socialsustainability framework.

Corporate Secretarial Services

Promotion, formation and incorporation of companies and matters related therewith

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

Secretarial/Compliance Audit

Issuing Compliance certificate for companies not required to employ a whole-time Company Secretary

Signing of Annual Return (eForm MGT-7)

Other declarations, attestations and certifications under the Companies Act, 2013

Corporate Laws Advisory ServicesAdvising companies on Compliance of legal and procedural aspects, particularly under –

The Companies Act, 2013 Foreign Collaborations and Joint Ventures

SEBI Act, Securities Contracts (Regulation) Act andrules and regulations made there under

Mergers and Amalgamations and Strategic Alliances

Foreign Exchange Management Act Setting up subsidiaries abroad

Consumer Protection Act Competition Policy and Competition Law Compliances

Depositories Act Drafting of Legal Documents

Environment and Pollution Control Laws IPR Protection, Management, Valuation and Audit

Labour and Industrial Laws Co-operative Societies Act

Representation ServicesRepresenting on behalf of a company and other persons before–

Registrar of Companies Regional Director (RD) Office of MCA

National Company Law Tribunal(NCLT)

Consumer Forums

Competition Commission of India Telecom Disputes Settlement andAppellate Tribunal

Securities Appellate Tribunal (SAT) Tax Tribunals and Other quasi-judicialbodies 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 commercialdisputes

Drafting Arbitration/Conciliation Agreement/Clause

FINANCIAL MARKETS SERVICESPublic Issue, Listing and Securities

Management

Advisor/consultant inissue of shares and othersecurities in India andabroad

Buy-back of shares

Drafting ofprospectus/offer forsale/letter of offer/otherdocuments related toissue of securities andobtaining variousapprovals in associationwith lead managers

Raising of fundsfrom internationalmarkets –ADR/GDR/ECB

Listing / delisting ofsecurities

Acting ascompliance officerunder listingagreement

Private placement ofsecurities

Compliance officerfor various capitalmarketintermediaries

Takeover Code and Insider Trading

Ensuring compliance of the TakeoverRegulations and any other laws orrules as may be applicable in thisregard

Ensuring Compliance with SEBI(Prohibition of Insider Trading)Regulation, 1992 includingmaintenance of various documents

Securities Compliance and Certification ServicesCompliance with rules and regulations in the securities market particularly:

Internal Audit of DepositoryParticipants (DP)

Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) Rules

Internal Audit of Stock Brokers/Trading Members/ClearingMembers

Certification regarding compliance ofconditions of Corporate Governance of theequity listing agreement

Certifications under SEBI(DIP) Guidelines[ DIP= Disclosure andInvestor Protection]

Various certifications for trading members ofstock exchanges

Audit in relation to Reconciliation of shares

Certification regarding compliance as to issueof Bonus shares

Concurrent Audit[systematic and timelyexamination of financialtransactions]

Listing Agreement for Listing of Debt Securities and Listing Agreement for Indian Depository Receipts

Banking Services

Diligence Report and Certification inrespect of Consortium / Multiple bankingarrangement made by Scheduled CommercialBanks/Urban Co-opeative Banks.

•Loan Syndication•Loan Documentation•Registration of Charges•Status and Search Report

Financial & Accounting Services

Accounting and compilation offinancial Statements

Business valuations prior to mergersand/or acquisitions

Working capital and liquiditymanagement

Budgetary controls

Determination of an appropriatecapital Structure

Preparation of Project Reports andfeasibility Studies

Analysis of capital investmentproposals

Internal Audit

CS is appointed as Secretary to Audit Committee of a Company

TAXATION SERVICES

Advisory ser vices to companies on tax management and tax planning under Income Tax and GST 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 IPRsand TRIPs (Trade-Related Aspects ofIntellectual Property Rights)Agreement of WTO

Advising on and issuing certificateson Foreign Trade Policy andProcedures

Advising on matters relating toantidumping, safeguard duties andcountervailing duties

Advising on Intellectual Propertylicensing and drafting of Agreement

International Commercial Arbitration Acting as registered Trade MarkAgent

INFORMATION TECHNOLOGY

Compliance with cyber laws Developing management reports andcontrols

Conducting Board Meetingsthrough video-conferencing andteleconferencing

Maintaining statutory records in electronicform

Advising on IT related IPR E-filing of forms / documents under MCAand other statutory authorities

MANAGEMENT SERVICESGeneral/ Strategic Management

Advising on corporate socialresponsibility

Formulation of the organizational structure

Participating in formulation ofBusiness policy, strategy andplanning

Acting as management representative toobtain ISO Certification

Advising on sustainability accounting and reporting

Corporate Communications and Public Relations

Communication with variousstakeholders, like Shareholders,Government, Regulators,Authorities etc.

Advisory services for Brand equity andimage building

Human Resources Management

Advising on industrial and labourlaws

Audit of the HR function

Manpower planning and development Performance appraisal

Office management, work studies andperformance standards

Motivation and remunerationstrategies

Maintaining Industrial relations

Attaining cultural Integration