By: Pavan Kumar Vijay

COMPANY SECRETARY COMPANY SECRETARY ??

A Company Law Expert?A Company Law Expert?

A Generalist - “Jack of All Trade”?A Generalist - “Jack of All Trade”?

A Mere Secretarial Officer?A Mere Secretarial Officer?

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 STAKEHOLDERS

INVESTORSINVESTORS

GOVERNMENT AND REGULATORS

GOVERNMENT AND REGULATORS

SOCIETYSOCIETY

SUPPLIERSSUPPLIERS

CUSTOMERSCUSTOMERS

LENDERSLENDERS

Every Company Needs a Person to

Coordinate between various departments and all stakeholders,

Ensure compliance of all applicable laws and

Develop mutual trust between various stakeholders

The person must have adequate knowledge of management and law

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

Company Secretary in Employment

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.

Company Secretary in Employment

CompanyPolicies

ManagementFunctions

Regulatory Compliances

Ethics andMutual Trust

SUSTAINABLE G

ROWTH

COMPANY SECRETARYnavigates the

CORPORATE GROWTHwith

GOOD GOVERNANCE

Company Secretary in Practice

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.

Company Secretary is a Special Kind of Generalist

who contributes significantly in all departments of the Company

Knowledge of both Management and Law becomes his USP and Core Competence

Specialisation of Company Secretaries vary from Segment to Segment

DUE DILIGENCE DOCUMENTATION COMPLIANCES

REPRESENTATION

CORPORATEGOVERNANCE

AUDIT ADVISORY

Different Services

Different Knowledge Areas

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

Different Corporate Structures

Unexplored Organisations

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

Different Industries

SMALLSCALE

MEDIUM

SCALE

LARGE

SCALE

Different Scales of

Operations

Global Operations

Indian Operations

Different Geographies

Time Has Come to Go Global

Globalization of trade in goods and services will increase demand in foreign countries

International OpportunitiesCorporate Governance

Advisory and Compliances in Multinational Regulatory Environment

Investment Advisory

Intellectual Property Rights

Commercial Arbitration and ADR

Management Consultancy Services

BPO and Related Services

International Taxation

Transfer Pricing

Corporate Governance is Big Opportunity

Corporate Governance

-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”

Being a Principal Officer, the Company Secretary plays a vital role in

Corporate Governance

The IT Revolution

How IT can change the Professionals Life

The IT Revolution

A thought few years back….which has become a reality now!!!

The IT Revolution

PEN PC

The IT Revolution

PEN PC

The IT Revolution

PEN PC

The IT Revolution

Virtual Keyboard

The IT Revolution

Virtual Keyboard

The IT Revolution

Virtual Keyboard

Challenges for Company Secretaries

An Ordinary Company Secretary

80%

20%

Notices

Agenda

Minutes

Registers

Returns

Checklists

Strategy

Research

Representation

Problem Solving

Management

Coordination

IT Enabled Company Secretary

20%

80%

Notices

Agenda

Minutes

Registers

Returns

Checklists

Strategy

Research

Representation

Problem Solving

Management

MIS

IT is a Powerful Tool for Company Secretaries

IT is a Powerful Tool for Company Secretaries

IT Enabled CS Does A Lot andKeeps Everyone Happy

INVESTORSINVESTORS

GOVERNMENTGOVERNMENT SOCIETYSOCIETY

SUPPLIERSSUPPLIERS

CUSTOMERSCUSTOMERS

LENDERSLENDERS

CORPORATEPLANNING

CORPORATEPLANNING LEGALLEGAL FINANCE &

ACCOUNTS

FINANCE &ACCOUNTS

HUMAN RESOURCES

HUMAN RESOURCES

PRODUCTION& OPERATIONS

PRODUCTION& OPERATIONS

MARKETINGMARKETING

INFORMATION TECHNOLOGY

INFORMATION TECHNOLOGY

EMPLOYEESEMPLOYEES

In the new MCA21 MCA21 Era a Company Secretary cannot imagine of working without IT

Teams win Matches

Be it Sports or Practising Firms

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

CS + CA + CWA + MBA

+ LLB

Advantages of Mega Firms

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

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.

Last but not the least,

To teach you the some of the lessons from the treasure called life

Let me share another story with you…

The story about the tiny frogs....

        

There once was a bunch of tiny frogs,...         

                         ... who arranged a running competition. The goal was to reach the top of a very

high tower.     

A big crowd had gathered around the tower to see

the race and cheer on the contestants...                   

The race began...                                                  

Honestly: No one in crowd really believed that the

tiny frogs would reach the top of the tower.

You heard statements such as: "Oh, WAY too difficult!!

They will NEVER make it to the top."

or: "Not a chance that they will succeed.

The tower is too high!"

The tiny frogs began collapsing. One by one...

... Except for those who in a fresh tempo were climbing higher and higher...

                        

The crowd continued to yell "It is too difficult!!! No one will make it!"

More tiny frogs got tired and gave up... ...But ONE continued higher and higher and higher...

This one wouldn't give up!

At the end everyone else had given up climbing the tower.

Except for the one tiny frog who after a big effort was the only one who reached the top!

THEN all of the other tiny frogs naturally wanted to know how this one frog managed to do it?

contestant asked the tiny frog how the one who succeeded had found thestrength to reach the goal?

     It turned out...

That the winner was DEAF!!!!

It turned out... That the winner was DEAF!!!!

     The wisdom of this story is:

     Never listen to other people's tendencies to be

negative or pessimistic...

...cause they take your most wonderful dreams and wishes away from you....

The ones you have in your heart!

Always think of the power words have.

Because everything you hear and readwill affect your actions!

Therefore: ALWAYS be...     

POSITIVE!

And above all:

       Be DEAF when people tell YOU that

YOU can not fulfil YOUR dreams!

Always think:

I CAN DO THIS!

Opportunities are Unlimited

Incompetents wait for Opportunities and they keep on waiting…

Leaders Create Opportunities and keep growing higher and higher…

Its just a matter of

CreativityCreativity, ConfidenceConfidence and CommunicationCommunication

…and also PerceptionPerception and Positive Positive ThinkingThinking

…and above all “THE ATITUDE”“THE ATITUDE”

Finally Profession is like a

Car Race

ICSI helps you

Design the Car

ICSI guides you

The Road Ahead

ICSI teaches you

How to Drive the Car

ICSI makes rules for

Safe Driving

ICSI gives you

License to Drive

who have to actually drive the car safely

and win the race

Its YOU