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