ROLE OF COMPANY SECRETARY - ICSI

1 CorporateAffairsTreasuryFunctionHumanRes ourcesManagementForeignCollaborations& Joint VenturesCorporate Insolvency& RestructuringInvestorRelationsCorporate Governance &Business EthicsCorporate and SocialSustainabilitySecurities Management& ICSI is a premier national professional body established under an Act of Parliament,namely the COMPANY Secretaries Act, under the administrative control of Ministry of Corporate Affairs,Government of been set up to develop and regulate the profession of COMPANY its Headquarters at New Delhi and 4 Regional Councils at Chennai, Kolkata,Mumbai and New Delhi and 69 Chapters spread all over set up Centre for Corporate Research and Training (ICSI-CCRT) at Navi Conducts examination at 67 centres across the country and one Overseas Centre at COMPANY having a paid-upshare capital of lakh more but less than Rs. croreis required to engage the servicesof a SECRETARY in Whole-timePractice for issue of tIs a vital link between the COMPANY and its Board of Directors, shareholders, government and regulatory authorities and all other that Board procedures are followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various high position in the value chain and acts conscience seeker of the COMPANY SECRETARY being multidisciplinary professional renders services in following areas:as Advising on good governance practices and compliance of regulations and guidelines made thereunder.

2 COMPANY Corporate Governance norms as prescribed under various SECRETARY also assists in developing a corporate and social Corporate, Securities and Other Business Laws and sustainability framework. tPromotion, formation and incorporation ofcompanies and matters related therewithtFiling, registering any document includingforms, returns and applications by and onbehalf of the COMPANY as an authorizedrepresentativetCo-ordinating board/general meetingsand follow-up actions thereofAll work relating to Securities and their transfer and transmissionCustodian of corporate records, statutorybooks and registerstttPursuant to section 383A of the companies Act, 1956, companies with a paid-up share capital of Rs. 5 crore or more are legally obliged to appoint a whole-time COMPANY SECRETARY who must be a member of the Institute of COMPANY Secretaries of COMPANY SecretaryROLE OF COMPANY SECRETARIESCORPORATE GOVERNANCE AND SECRETARIAL SERVICESC orporate Governance ServicesCorporate Secretarial ServicesCorporateAffairsTreasuryFunction HumanResourcesManagementForeignCollabora tions& Joint VenturesCorporate Insolvency& RestructuringInvestorRelationsCorporate Governance &Business EthicsCorporate and SocialSustainabilitySecurities Management& CompliancesCorporateComplianceManagement GlobalBusinessDueDiligenceStrategicManag ementtSecretarial/Compliance AudittIssuing Compliance certificate for companies not required to employ a whole-time COMPANY SecretarytSigning of Annual ReturntOther declarations, attestations and certifications underthe Companies Act.

3 1956 Secretarial/Compliance Audit and Certification ServicesAdvising companies on Compliance of legal and proceduralaspects, particularly under tSEBI Act, Securities Contracts (Regulation) Act and rules and regulations made thereundertForeign Exchange Management ActtConsumer Protection ActtDepositories ActtEnvironment and Pollution Control LawstLabour and Industrial LawstCo-operative Societies ActtMergers and Amalgamations and Strategic AlliancestForeign Collaborations and Joint VenturestSetting up subsidiaries abroadtCompetition Policy and Competition Law CompliancestIPR Protection, Management, Valuation and AudittDrafting of Legal DocumentsCORPORATE LAWS ADVISORY AND REPRESENTATION SERVICESC orporate Laws Advisory ServicesRepresenting on behalf of a COMPANY and other personsbefore tCompany Law BoardtNational COMPANY Law TribunaltCompetition Commission of IndiaSecurities Appellate TribunaltRegistrar of CompaniestConsumer ForumstTelecom Disputes Settlement and Appellate TribunaltTax Tribunals andtOther quasi-judicial bodies and TribunalstRepresentation ServicestAdvising on arbitration, negotiation and conciliationin commercial disputes between the partiestActing as arbitrator/conciliator in domestic andinternational commercial disputestDrafting Arbitration/Conciliation Agreement/ClauseArbitration and Conciliation ServicesEnsuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regardEnsuring compliance with SEBI Insider Trading)

4 Regulation, 1992 including maintenance of various documents(Prohibition of tttttother securities in India and abroadDrafting of prospectus/offer for sale/ letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managersListing / delisting of securitiesPrivate placement of securitiesAdvisor/consultant in issue of shares and FINANCIAL MARKETS SERVICESP ublic Issue, Listing and Securities ManagementTakeover Code and Insider TradingCompliance with rules and regulations in the securities market particularly Internal Audit of Depository ParticipantsInternal Audit of Stock Brokers/Trading Members/Clearing MembersCertifications under SEBI (DIP) GuidelinesAudit in relation to Reconciliation of sharesConcurrent AuditttttttttttCertificate in respect of compliance of Private Limitedand Unlisted Public COMPANY (Buy Back Securities) RulesCertification regarding compliance of conditions of Corporate Governance under clause 49 of the equity listing agreementVarious certifications for trading members of stock exchangesCertification regarding compliance as to issue of Bonus sharesListing Agreement for Listing of Debt Securities and ListingAgreement for Indian Depository ReceiptsSecurities Compliance and Certification ServicesttttBuy-back of shares Raising of funds from international markets ADR/GDR/ECBA cting as compliance officer under listing agreement Compliance officer for various capital market intermediaries FINANCE AND ACCOUNTING SERVICES tttt Accounting and compilation of financial statementsWorking capital and liquidity managementDetermination of an appropriate capital structureAnalysis of capital investment proposalstttttBusiness valuations prior to mergers and/or acquisitionsBudgetary)

5 ControlsPreparation of Project Reports and feasibility studiesInternal AuditSecretary to Audit CommitteeAdvisory services to companies on tax managementand tax planning under Income Tax, Excise andCustoms laws, Service Tax and VAT various returns and reportsrequired for compliance with the tax laws andregulationstRepresenting companies and other persons before thetax authorities and tribunalsttTAXATION SERVICESA dvising on all matters related to IPRsand TRIPs Agreement of WTOA dvising on matters relating to anti-dumping, safeguard duties and countervailing dutiesInternational Commercial ArbitrationtAdvising on and issuing certificateson Foreign Trade Policy and ProcedurestAdvising on Intellectual Propertylicensing and drafting of AgreementtActing as registered Trade MarkAgenttttINTERNATIONAL TRADE AND WTO SERVICEStDiligence Report and Certification in respect of Consortium / Multiple banking arrangement made by Scheduled Commercial Banks/Urban Co-opeative SyndicationLoan Documentation Registration of ChargesStatus and Search ReportBANKING SERVICESINFORMATION TECHNOLOGYtttCompliance with cyber lawsConducting Board Meetings through video-conferencing and teleconferencingAdvising on IT related IPRtttDeveloping management reports and controlsMaintaining statutory records in electronic form E-filing of forms / documents under MCA-21 and other statutory authoritiestCommunication with various stakeholders.

6 LikeShareholders, Government, Regulators, Authorities services for Brand equity and image buildingCorporate Communications and Public RelationsHuman Resources ManagementttttAdvising on industrial and labour lawsManpower planning and developmentPerformance appraisal Motivation and remuneration strategiesttttAudit of the HR functionOffice management, work studies and performance standardsMaintaining Industrial relationsAttaining cultural IntegrationHEADQUARTERSICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003 Phone: 011 41504444, 24617321 21, 24644431 32, Fax: 011 24626727 E-mail: website : 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 : COUNCILSEASTERN INDIA REGIONAL COUNCILICSI-EIRC Building, 3-A Ahiripukur I Lane, Kolkata 700 019 Phone: 22832973, 22816541, 22816542 Fax: 22816542 E-mail: INDIA REGIONAL COUNCILICSI-NIRC Building, Plot , Prasad Nagar Institutional Area, New Delhi 110 005 Phone: 25763090, 25767190, 25816593 Fax: 25722662 Email: INDIA REGIONAL COUNCILICSI-SIRC House, Wheat Crofts Road, Nungambakkam, Chennai 600 034 Phone: 28279898, 28222212 Fax: 28268685 E-mail: INDIA REGIONAL COUNCIL13 Jolly Maker Chambers, , First Floor, Nariman Point, Mumbai 400021 Phone: 22021826, 22844073, 22047569, 22047580 22047604 Fax: 22850109 E-mail.

7 On corporate social responsibility Participating in formulation of Business policy, strategy and planningtttFormulation of the organizational structureActing as management representative to obtain ISO CertificationAdvising on sustainability accounting and reportingMANAGEMENT SERVICESG eneral/Strategic ManagementWebsite: Governance, the buzzword in today's business environment is a combination of legal practices, ethics, best management practices, wealth creation management and foresight. COMPANY SECRETARY is the key person, who implements all these in an encouraging environment. Besides, he plays a vital role in planning COMPANY 's COMPANY SECRETARY who represents a COMPANY to the internal and external stakeholders, coordinates the management functions and COMPANY policies, keeps an eye on ethics and mutual trust, helps in strategic decisions - aligning the COMPANY towards a qualified professional from the ICSI, world's largest Institute for COMPANY Secretaries, he is a true multifaceted, who executes the day to day activities encompassing all the key areas of Corporate Governance, all the way to corporate growth through foresight and professional dexterity.

8 Corporate Laws Corporate Governance Corporate Administration Board and Shareholders Meetings Corporate Compliance Management Stakeholder Relationship IPO, ADRs / GDRs Capital Markets, Stock Exchanges & Listing Agreement Mergers & Amalgamations Insider Trading & Takeovers Representations Arbitration & Reconciliation Direct and Indirect Taxes Investor Education and ProtectionCompany SecretaryGuiding corporate growth through good of COMPANY SecretaryManaging Excellenc