cs from corporate laws expert to corporate leader kanpur 12-oct[1]
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COMPANY SECRETARY
From Corporate Laws Expert to Corporate Leader
By: Pavan Kumar Vijay, President ICSI
Emerging Issues in Corporate Laws
Increased Focus on
• Good Corporate Governance
• Investor Protection
• E-Governance (Automatic Compliance on Launch of DCA21)
• Rationalisation
• Liberalisation Measures
• Effective control measures
Easy Compliance, Impossible Non-Compliances
Major Changes in Corporate Laws
Companies Act – 1999, 2000, 2001, 2002, 2003, Pending 2003 Bill
Securities Contract Regulation Act, Pending Securities Laws (Amendment) Bill 2003
MRTP Act to Competition Act
FERA to Foreign Exchange Management Act
Major Changes in Corporate Laws
IPR Laws – Patent, Trademark, Copyright, Designs, etc
Information Technology Act
Insurance Regulatory and Development Authority Act
Electricity Act, Securitisation Act, Consumer Protection Act, …
The list is long, just bringing about revolution in Regulatory Environment
An Emerging Question
Is Company Secretary = Company Law Secretary?
Why Company Secretary?
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”
For Strong Corporate Citizenry
Is
The Company Secretary
CS endeavours for happiness of
INVESTORS
BOARD
EMPLOYEES
PUBLIC
OTHERSTAKEHOLDERS
GOVT ®ULATOR
Integrity
Collective Wisdom
Service
Innovation
CS is Stitched to ICSI Values
Changing Roles
Compliance Officer
2005
Chief Business Officer(CBO)
Bridging Gap between CBO and Compliance Officer
Understanding Industry Needs
Gaining ‘Substantial Knowledge of Management’ – Learning little more than what is included in the CS Course
Providing PQRS – Productivity, Quality, Reliability and Service
Using 3Cs - Creativity, Confidence, Communication
Periodical SWOT Analysis
Segment-wise Modules
Coverage of Industry Segment Module– Industry Profile
– Legal Framework Position of
– Company Secretary Functions of CS in Employment in Industry
– Functions of CS in Practice in Industry
– Success Mantras – Tips and Advice from CS Working in Big Corporates
6 Modules Released by ICSI-CCRT
IPR & GENERAL
BUSINESS LAWSSTRATEGIC
MANAGEMENT
CORPORATE AND
SECURITIES LAWS
FINANCE, ACCOUNTs
AND TAXATION
IT AND
CYBER LAWSHRD AND
INDUSTRIAL LAWS
ENVIRONMENT
LAWS
INTERNATIONAL
TRADE LAW
Different Knowledge Areas
ADVISORY DOCUMENTATION REPRESENTATION
DUE DILIGENCE CERTIFICATION
COMPLIANCESCORPORATE
GOVERNANCESECURITITIESMANAGEMENT
Different Services
PUBLIC SECTOR
UNDERTAKINGS
PRIVATE LIMITED
COMPANIES
TRUSTS AND NGOS
COOP SOCIETIES AND
PRODUCER COMPANIES
MUNICIPAL BOARDS
Different Corporate Structures
SEMI-GOVERNMENT
ORGANISATION
UNLISTED PUBLIC
COMPANIES
LISTED PUBLIC
COMPANIES
UnexploredOrganisation
MEDIA AND
ENTERTAINMENT
INFRASTRUCTURE,
POWER AND TELECOM
IT SOLUTIONS
IT ENABLED
SERVICES AND BPO
TEXTILES
TOURISM AND HOTEL
Different Industry Segments
CAPITAL MARKET AND
ITS INTERMEDIARIES
HOUSING AND
CONSTRUCTIONFMCG
AGRICULTURE AND
FOOD 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
Segment Specialisation
Corporate Leaders provide indepth, focused and innovative services in
their segments
Company Secretary is Everywhere
CORPORATE COMMUNICATION
STRATEGY
SECRETARIAL AND LEGAL
FINANCIAL
HUMAN RESOURCES
INFORMATION TECHNOLOGY
SALES AND MARKETING
R&D AND PRODUCTION
COMPANY SECRETARY
Strategic Management
Core of Decision Making Process
Planning and Executing Turnaround Strategies
Mergers, Acquisition and Takeover (MAT)
Risk Management
Join Ventures and Collaborations
Secretarial and Legal
Compliance of all Laws
Compliance of Listing Agreement
Legal Documentations
Preparation for Litigation
Arbitration and ADR
Financial Management
Tax Management
Audit Committee
Project Planning and Evaluation
Financing of Projects
Asset management
Human Resource Management
Compliance of Labour Laws
Appointment of Senior Management Personnel
Compensation Management
Industrial Relations and Safety
Information Technology
Cyber Laws and Digital Signature
Electronic Records and Online Filing
Videoconferencing and Teleconferencing
Control Policy and Internal Code of Conduct
Information Risk Management
Management Information System (MIS)
Information System Audit
Sales and Marketing
Consumer Protection Act Cases
Competition Law and Unfair Trade Practices
Sales Tax Management
Agreements with Channel Partners and Customers
Arbitration and Dispute Settlements with Customers
R&D and Production
Intellectual Property Rights – Patenting Products, Process, Designs, etc
Compliance of Industrial Laws
Compliance of Environment Laws
Corporate Communication
Conducting high profile meetings – Agenda, MIS, Action Taken Report, Minutes, etc. covering all departments
Communication with all stakeholders– Board and Employees– Investors and Stock Exchanges– Government and Regulators– Press and Electronic Media Liaison – General Public
Maximising Wealth through Effective Communication
We Have Seen
CORPORATE COMMUNICATION
STRATEGYSECRETARIAL
AND LEGAL
FINANCIAL
HUMAN RESOURCES
INFORMATION TECHNOLOGY
MARKETING
R&D AND PRODUCTION
CS is everywhere in Company There is Need to
Learn Little Bit about these
Management Functions
Providing PQRS
Productivity – Management want you to use resources in most profitable manner
Quality – There is no compromise on quality
Reliability – The leadership position requires trust in abilities and loyalty to company all the time
Service – Value Added Services with courtesy and smile is absolute necessity
Using 3Cs
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 that create 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
Thus
A little bit of effort will open the path to Corporate Leadership
Globalisation of Services
Beyond Borders
Bor
der
s
Pessimism
Threat of Invasion of Service Sector by
145 Member Countries of WTO in India
Threat Threat
Th
reat
Th
reat
Optimism
Opportunity to Invade Service Sector of
145 Member Countries of WTO by India
OpportunitiesOpportunities
Op
port
unit
ies
Op
portunities
Global Opportunities
Multinational Corporate Governance
International Regulatory Framework
International Commercial Arbitration
International Fund Raising
Intellectual Property Rights
Business Process Outsourcing
Management Consultancy Services
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
Collaborative Company
Secretarial Practice
You Can Contribute to Profession
Sharing your knowledge and experience
Attending in professional development programmes in large numbers
Subscribing to various publications
Counseling students taking up CS Course and
Enhancing the visibility of the Institute
Volunteering in implementing new initiatives
Thus Leading to Prosperity of
ICSI Parivar
Members
A Closely Knit Family of Professionals
Students
Human Resources
We have the Inspiration to achieve everything we discussed so far
Our Inspiration
H. E. SHRI VISHNUKANT
SHASTRI
THE GOVERNOR, UP
Finally ICSI is like a
Service Company
ICSI develops
Company Secretaries
ICSI provides
Continuous Upgrades
ICSI pays
Knowledge Dividends
ICSI is determined to pay
More Dividends
More dividends require
Growth of Company
Growth requires
Knowledge Capital
Capital is expected from
Right Issue to Members
who has to subscribe toRight Issue and Invest Knowledge
Its YOU
So that we all get RICH DIVIDENDS