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					                        Corporate
                         Affairs            Treasury
                                            Function


                            Due
        Corporate         Diligence               Human
       Insolvency                                Resources
    & Restructuring                             Management
Investor
Relations                                                Foreign
                                                     Collaborations
                      Corporate Governance &         & Joint Ventures
                          Business Ethics


    Global                      Corporate and Social
   Business                        Sustainability
                             Securities Management
                                 & Compliances
       Corporate
      Compliance                Strategic
      Management               Management




              www.icsi.edu
          t   The ICSI is a premier national professional body established under an Act of Parliament,
                                   namely the Company Secretaries Act, 1980.


                  t   Functions under the administrative control of Ministry of Corporate Affairs,
                                               Government of India.


          t   Has been set up to develop and regulate the profession of Company Secretaries.


                 Has its Headquarters at New Delhi and 4 Regional Councils at Chennai, Kolkata,
                 t

              Mumbai and New Delhi and 68 Chapters spread all over India.


t   Has set up Centre for Corporate Governance, Research and Training (ICSI-CCGRT) at Navi Mumbai.


      t   Conducts examination at 85 centres across the country and one Overseas Centre at Dubai.
                                       ROLE OF COMPANY SECRETARIES
t   Pursuant to section 383A of the                                            Corporate
                                                                                                                                   t   Ever y company having a paid-up
                                                                                                   Treasury

    companies Act, 1956, companies with a                                                                                              share capital of Rs.10 lakh or
                                                                                Affairs
                                                                                                   Function


                                                                                   Due

    paid-up share capital of Rs. 5 crore or                    Corporate
                                                              Insolvency
                                                           & Restructuring
                                                       Investor
                                                                                 Diligence               Human
                                                                                                        Resources
                                                                                                       Management                      more but less than Rs. 5 crore
                                                       Relations                                                Foreign

    more are compulsorily required to                                        Corporate Governance &
                                                                                 Business Ethics
                                                                                                            Collaborations
                                                                                                            & Joint Ventures
                                                                                                                                       is required to engage the ser vices
    appoint a whole-time Company Secretary                 Global
                                                          Business
                                                                                       Corporate and Social
                                                                                          Sustainability
                                                                                    Securities Management
                                                                                                                                       of a Secretar y in Whole-time
    who must be a member of the Institute of                                                                                           Practice for issue of compliance
                                                                                        & Compliances
                                                              Corporate
                                                             Compliance                Strategic
                                                             Management               Management



    Company Secretaries of India.                                                                                                      Certificate.

                                                 The Company Secretary

t   acts as a vital link between the company and its Board                                         tacts as a compliance officer as well as an in-house legal
    of Directors, shareholders and other stakeholders and                                           counsel to advise the Board and the various functional
    regulatory authorities                                                                          departments of the company on various corporates,
t   plays a key role in ensuring that the Board procedures are                                      business, economic and tax laws
    followed and regularly reviewed                                                              t  is an important member of the corporate management
t   provides the Board with guidance as to its duties,                                              team and acts as conscience seeker of the company
    responsibilities and powers under various laws, rules and                                    A Company Secretary being multidisciplinary professional
    regulations                                                                                  renders ser vices in following areas:

              CORPORATE GOVERNANCE, LEGAL AND SECRETARIAL SERVICES
                                             Corporate Governance Services
Advising on good governance practices and compliance of Corporate Governance norms as prescribed under the Companies
Act, Listing Agreement and various other laws, rules and regulations.

                                             Corporate Secretarial Ser vices

t   Promotion, formation and incorporation of                                                                                  t   Maintenance of secretarial records, statutory
    companies and matters related therewith                                                                                        books and registers
t   Filing, registering documents including forms,                                                                             t   Arranging Board/general meetings and
    returns and applications by and on behalf of                                                                                   preparing minutes thereof
    the company as an authorised representative                                                                                t   All work relating to shares and their transfer
                                                                                                                                   and transmission
                       Secretarial and Certifications under the Companies Act.
t   Secretarial Audit/Compliance Audit                            t       Pre-certification of Forms
t   Issue Compliance Certificate for companies not                t       Other declarations, attestations and certifications
    required to employ a Whole-time Company Secretary                     under the Companies Act.
t   Signing of Annual Return

                CORPORATE LAWS ADVISORY AND REPRESENTATION SERVICES
                            Corporate Laws Advisory Services
Advising companies on compliance of legal and procedural          t       Competition Policy and Anti Competitive Practices
aspects, particularly under :                                     t       Intellectual Property Rights - Protection, Management,
t  SEBI Act, SCRA and Rules and Regulations made thereunder               Valuation and Audit
t  Depositories Act                                               t       Drafting of Legal Documents
t  Foreign Exchange Management Act
t  Environmental and Pollution Control Laws
t  Labour and Industrial Laws
t Co-operative Societies Act

t  Mergers, Amalgamations and Strategic Alliances
t  Foreign Collaborations and Joint Ventures
t  Setting up Joint Ventures / Wholly owned subsidiaries abroad

                                               Representation Services
Representing on behalf of a company / other persons before :      t       Registrar of Companies
t  Company Law Board                                              t       Consumer Forums
t  National Company Law Tribunal                                  t       Telecom Disputes Settlement and Appellate Tribunal
t  MRTP Commission / Competition Commission of India              t       Tax Authorities, and
t  Securities Appellate Tribunal                                  t       Other Quasi-judicial bodies and Tribunals

                                     Arbitration and Conciliation Ser vices
t   Advising on arbitration, negotiation and conciliation             t    Acting as Arbitrator/Conciliator in domestic and
    in commercial disputes between parties                                 international commercial disputes
                                                                      t    Drafting Arbitration/Conciliation Agreement/Clause
                                       FINANCIAL MARKETS SERVICES
                             Public Issue, Listing and Securities Management

t   Advisor / consultant in issue of shares and                           t   Listing/delisting of securities with recognized
    other securities                                                          stock exchange
t   Drafting of prospectus/offer for sale/letter of                       t   Private placement of shares and other securities
    offer/ other documents related to issue of                            t   Buy-back of shares
    securities and obtaining various approvals                            t   Raising of funds from international markets
t   Loan documentation, registration of charges,                              ADR/GDR/FCCBs/ FCEBs/ECB
    status and search reports                                             t   Due diligence



                                                      BANKING SERVICES
t   Diligence Report and Certification in respect                         t   Loan Syndication
    of Consortium/Multiple banking arrangement                            t   Loan Documentation
    made by Scheduled Commercial Banks/Urban                              t   Registration of Charges
    Co-opeative Banks.                                                    t   Status and Search Report


                                        Takeover Code and Insider Trading
t   Ensuring compliance of the Takeover Regulations and         t   Acting as Compliance Officer and ensuring compliance
    other applicable laws and rules                                 with Prohibition of Insider Trading Regulations


                             Securities Compliance and Certification Ser vices
• Certification on compliance of Clause 49 (Corporate           • Certificate in respect of compliance of Private Limited
  Governance) of Listing Agreement                                and Unlisted Public Company (Buy Back of Securities)
• Internal Audit of Depository Participants / Portfolio           Rules
  Managers / Stock Brokers                                      • Compliance Officer under Listing Agreement
• Concurrent Audit                                              • Certification under clause 47 (c) (Transfer of Shares) of
• Certifications under SEBI (DIP) Guidelines                      Listing Agreement
• Audit in relation to Reconciliation of Shares                 • Certification to Members of Stock Exchanges
                                 FINANCE AND ACCOUNTING SERVICES
t   Book-keeping, Accounting and Compilation                               t    Analysis of capital investment proposals
    of Financial Statements                                                t    Business valuation prior to mergers and / or
t   Internal Audit                                                              acquisitions
t   Secretary to Audit Committee                                           t    Budgetary controls
t   Working capital and liquidity management                               t    Preparation of Project Reports and Feasibility
t   Determination of appropriate capital                                        Studies
    structure

                                              TAXATION SERVICES
t   Advisory services to companies on tax management                required for compliance with the tax laws and
    and tax planning under Income-Tax, Excise and                   regulations
    Customs Laws, Service Tax and VAT
                                                                t   Representing companies and other persons before the
t   Preparing/reviewing various Returns and Reports                 tax authorities and tribunals

                             INTERNATIONAL TRADE AND WTO SERVICES
t   Advising on matters related to IPRs under                          t       Advising on and issuing certificates in respect
    TRIPs Agreement of WTO                                                     of Foreign Trade Policy and Procedures
t   Advising on matters relating to antidumping,                       t       Advising on Intellectual Property licensing and
    subsidies and countervailing duties                                        drafting of Agreements
t   International Commercial Arbitration                               t       Acting as registered Trade Marks Agent



                                           INFORMATION TECHNOLOGY
t   Compliance with cyber laws                             t   Developing management reports and controls
t   Conducting Board Meetings through video-conferencing   t   Maintaining statutory records in electronic form
    and teleconferencing                                   t   E-Filing of forms/documents in electronic mode with
t   Advising on IT related IPR                                 Registrar of Companies and other statutory authorities
                                                                MANAGEMENT SERVICES
                                                                   General/Strategic Management
t   Advising on Legal Structure of the organisation                                      t   Acting as management representative to obtain ISO
t   Business policy, strategy and planning                                                   Certification
t   Formulation of organisational structure                                              t   Advising on Corporate Social Responsibility
                                                                                         t   Advising on Sustainability Accounting and Reporting

                                            Corporate Communications and Public Relations
t   Communication with various stakeholders, such as                                     t   Advisory services for Brand equity and image building
    shareholders, Government, Regulatory Authorities, etc.

                                                           Human Resource Management
t   Manpower planning and development                                                                 t    Industrial relations
t   Audit of the HR function                                                                          t    Office management, work studies and
t   Performance appraisal                                                                                  performance standards
t   Motivation and remuneration strategies                                                            t    Advising on industrial and labour laws


                                    HEADQUARTERS
            ICSI House, 22, Institutional Area, Lodi Road, New Delhi – 110 003
           Tel: 011-45341076, 45341077, 4534 1000, 4150 4444 Fax: 24626727
                                   E-mail: info@icsi.edu
       Centre for Corporate Governance, Research and Training (ICSI-CCGRT)
      Plot No. 101, Sector-15, Institutional Area CBD Belapur Navi Mumbai – 400 614
           Phone: 022-27577814–16 Fax: 022–27574384 E-mail: ccgrt@icsi.edu

                                 REGIONAL COUNCILS
                       EASTERN INDIA REGIONAL COUNCIL
               ICSI-EIRC Building, 3-A Ahiripukur I Lane, Kolkata 700 019
    Phone: 22832973, 22816541, 22816542, 22901065, 2290 2178-79 Fax: 22816542,
                                E-mail: eiro@icsi.edu
                        NORTHERN INDIA REGIONAL COUNCIL
     ICSI-NIRC Building, Plot No.4, Prasad Nagar Institutional Area, New Delhi 110 005
                                                                                                      To be a global leader in promoting Good
            Phone: 25769352, 4934 3005 Fax: 25722662 Email: niro@icsi.edu
                                                                                                      Corporate Governance
                        SOUTHERN INDIA REGIONAL COUNCIL
      ICSI-SIRC House, No.9 Wheat Crofts Road, Nungambakkam, Chennai 600 034
                    Phone: 28279898, 28222212 Fax: 28268685                                           To develop high calibre professionals
                               E-mail: siro@icsi.edu                                                  facilitating good Corporate Governance
                        WESTERN INDIA REGIONAL COUNCIL
        13 Jolly Maker Chambers, No.2, First Floor, Nariman Point, Mumbai 400021
           Phones: 22844073, 22047569, 22047580, 22047604 Fax: 22850109
                                 E-mail: wiro@icsi.edu

				
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