v The ICSI is a premier national
professional body established under an Act of Parliament namely the Company
Secretaries Act, 1980
v Functions under the administrative
control of Ministry of Corporate Affairs, Government of India.
v Has been set up to develop and
regulate the profession of Company Secretaries
v Has its Headquarters at New Delhi
and 4 Regional Councils at Chennai, Kolkata, Mumbai
and New Delhi and 45 Chapters and 24 Satellite Chapters spread all over India
v Has set up Centre for Corporate
Research and Training (ICSI-CCRT) at Navi Mumbai
v Conducts examination at 64 centres across the country and one Overseas Centre at
VISION and
Vision
“To be global leader in development of professionals
specializing in corporate
Governance”.
“To continuously develop high caliber professionals
ensuring good corporate governance and effective management and to carry out
proactive research and development activities for protection of interest of all
stake holders, thus contributing to public good”.
v Pursuant to section 383A of the
Companies Act, 1956, companies with a paid-up share capital of Rs.Two crores or more are
compulsorily required to appoint a whole time Company Secretary who must he
member of the
v Every company having a paid-up share
capital of Rs.Ten Lakhs or
more but less than Rs.Two Crores,
is required to engage the services of a Secretary in Whole-time Practice for
issue of compliance Certificate.
v Is a vital link between the company
and its Board of Directors, shareholders, government and regulatory authorities.
v Ensures that Board procedures are
both followed and regularly reviewed and provides guidance to Chairman and the
Directors on their responsibilities under various laws.
v Commands high position in the value
chain and acts as conscience seeker of the company.
A Company Secretary being multidisciplinary professional
renders services in following areas:
v Advising on good governance practices
and compliance of Corporate Governance norms as prescribed under various
Corporate, Securities and Other Business Laws and regulations and guidelines
made thereunder.
v Promotion, formation and incorporation
of companies and matters related therewith
v Filing, registering any document
including forms, returns and applications by and on behalf of the company as an
authorized representative
v Maintenance of secretarial records, statutory
books and registers
v Arranging board/general meetings and
preparing minutes thereof
v All work relating to shares and
their transfer and transmission
v Secretarial/Compliance Audit
v Compliance certificate for companies
not required to employ a whole time Secretary
v Signing of Annual Return
v Other declaration, attestations and
certifications under the Companies Act, 1956
Advising companies on Compliance of legal and procedural
aspects,
particularly under –
v SEBI Act, SCRA and rules and
regulations made thereunder
v Foreign Exchange Management Act
v Consumer Protection Act
v Depositories Act
v Environment and Pollution Control
Laws
v Labour and Industrial Laws
v Co-operative Societies Act
v Mergers and Amalgamations and
Strategic Alliances
v Foreign Collaborations and Joint
Ventures
v Setting up subsidiaries abroad
v Competition Policy and Anti
Competitive Practices
v IPR Protection, Management,
Valuation and Audit
v Drafting of Legal documents.
Representing on behalf of a company and other persons
before-
v Company Law Board
v National Company Law Tribunal
v Competition Commission of
v Securities Appellate Tribunal
v Registrar of Companies
v Consumer Forums
v Telecom Disputes Settlement and
Appellate Tribunal
v Tax Authorities
v Other quasi-judicial bodies and
Tribunals
v Advising on arbitration, negotiation
and conciliation in commercial disputes between the parties
v Acting as arbitration/conciliator in
domestic and international commercial disputes
v Drafting Arbitration/Conciliation
Agreement/Clause
v Advisor/consultant in issue of shares and other securities
v Preparation of Projects Reports and Feasibility Studies
v Syndication of Loans from banks & financial
institutions
v Drafting of prospectus/offer for sale/letter of offer/other
documents related to issue of securities and obtaining various approvals in
association with lead managers
v Loan Documentation, registration of charges, status and
search reports
v Listing of securities/delisting of securities with
recognized stock exchange
v Private placement of shares and other securities
v Buy-back of shares and other securities
v Raising of funds from international markets – ADR/GDR/ECB
v Ensuring compliance of the Takeover
Regulations and any other laws or rules as may be applicable in this regard
v Acting as Compliance Officer and
ensuring compliance with SEBI (Prohibition of insider Trading) Regulations,
1992 including maintenance of various documents.
Compliance with
rules and regulations in the securities market particularly –
v Internal Audit of Depository
Participants
v Certification under SEBI (DIP)
Guidelines
v Audit in relation to Reconciliation
of shares
v Certificate in respect of compliance
of Private Limited and Unlisted Public Company (Buy Back Securities) Rules
v Internal Audit
v Secretary to Audit Committee
v Working capital and liquidity
management
v Determination of an appropriate
capital structure
v Analysis of capital investment
proposals
v Business valuations prior to mergers
and/or acquisitions
v Loan syndication
v Budgetary controls
v Accounting and compilation of
financial statements
v Advisory services to companies on
tax management and tax planning under Income Tax, Excise and Customs Laws
v Preparing/reviewing various returns
and reports required for compliance with a the tax laws and regulations
v Representing companies and other
persons before the tax authorities and tribunals
v Advising on all matters related to IPRs
and TRIPs Agreement of WTO
v Advising on matters relating to antidumping, subsidies and
countervailing duties
v International Commercial Arbitration
v Advising on and issuing certificates on Exim
Policy and Procedures
v Advising on Intellectual Property licensing and drafting of
Agreement
v Acting as registered Trade Mark Agent
v Advising on Legal Structure of the
organization
v Business policy strategy and
planning
v Formulation of the organizational
structure
v Acting as management representative
to obtain ISO Certification
v Communication with shareholders, stakeholders, Government
and Regulators, Authorities, etc.
v Advisory services for Brand equity and image building
v Manpower planning and development
v Audit of the HR function
v Performance appraisal
v Motivation and remuneration strategies
v Industrial relations
v Office management, work studies and performance standards
v Advising on industrial and labour
laws
v Compliance with cyber laws
v Conducting Board Meetings through
video-conferencing and teleconferencing
v Advising on software copyright and
licensing
v Development of management reports
and controls
v Maintenance of statutory records in
electronic form
v Sending notices to shareholders by
electronic mode
v Filing of forms/documents in
electronic form with Registrar of Companies and other statutory
authorities
ICSI HEADQUARTERS
‘ICSI
HOUSE’ 22 Institutional Area,
E
Mail: info@icsi.edu, Website: www.icsi.edu
REGIONAL COUNCILS
Phone: 22832973, 22816541, 22816542 Fax: 22816542
E-mail: eiro@icsi.edu
Phone: 25763090, 25767190, 25816593 Fax: 25722662
Email: niro@icsi.edu;
icsi@eth.net
ICSI-SIRC House, No.9 Wheat
Phone: 28279898, 28222212 Fax: 28268685
E-Mail: siro@icsi.edu
13 Jolly Maker Chambers, No.2, First
Floor, Nariman Point, Mumbai 400021
Phones: 22021826, 22844073, 22047569,
22047580, 22047604 Fax: 22850109
E-mail: wiro@icsi.edu
CENTRE FOR CORPORATE
RESEARCH AND TRAINING (ICSI-CCRT)
Plot No.101, Sector 15,
Institutional Area, CBD Belapur, Navi Mumbai 400 614
Phone: 022-27577814-16 Fax:
022-27574384 E-Mail: ccrt@vsnl.com