NOV. 2008 Pavan Kumar Vijay, Past President, ICSI, Managing Director
NOV. 2008
Pavan Kumar Vijay, Past President, ICSI,Managing Director
Who We Are?
“Company Law Secretary”
“Company Secretary”
“Professional”
Whether Individual Branding of Company Secretary is ?
Some Myth and Queries……………. are still there in the minds of Company Secretaries
What is the Role of Company Secretary?
Whether this Degree is sufficient?
What type of profile I will get?
Who is Company Secretary
First Item
COMPANY POLICIES
OPERATIONAL PLANNING AND EXECUTION
DIR A DIR B DIR C DIR D DIR EBOARD OF
DIRECTORS
CORPORATEPLANNING
LEGALFINANCE ANDACCOUNTS
HUMAN RESOURCES
CORPORATE COMMUNICATION
PRODUCTION AND OPERATIONS
MARKETINGINFORMATION TECHNOLOGY
DEPARTMENTS IN A COMPANY
EXTERNAL STAKEHOLDERS
INVESTORSINVESTORS
GOVERNMENT AND REGULATORS
GOVERNMENT AND REGULATORS
SOCIETYSOCIETY
SUPPLIERSSUPPLIERS
CUSTOMERSCUSTOMERS
LENDERSLENDERS
Who is Company Secretary
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
Who is Company Secretary
COMPANY POLICIES
OPERATIONAL PLANNING AND EXECUTION
DIR A DIR B DIR C DIR D DIR EBOARD OF
DIRECTORS
CORPORATEPLANNING
LEGALFINANCE ANDACCOUNTS
HUMAN RESOURCES
CORPORATE COMMUNICATION
PRODUCTION AND OPERATIONS
MARKETINGINFORMATION 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
Who is Company Secretary
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 endeavors to
develop mutual trust between various stakeholders
leading to good corporate governance and
sustainable growth of the company.
Who is Company Secretary
Company Secretary in Employment
CompanyPolicies
ManagementFunctions
Regulatory Compliances
Ethics andMutual Trust
COMPANY SECRETARYnavigates the
CORPORATE GROWTHwith
GOOD GOVERNANCE
Who is Company Secretary
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.
Who is Company Secretary
Company Secretary is a
Special Kind of Generalist
who contributes significantly in all departments of the
Company
Who is Company Secretary
Knowledge of both Management and Law becomes his USP and Core Competence
Who is Company Secretary
Whether Degree of Company Secretary alone is Sufficient?
Who is Company Secretary
Who is Company Secretary
Segment wise role of Company Secretary
Second Item
Specialization of Company Secretaries vary from Segment to Segment
Segment wise role of Company Secretary
DUE DILIGENCE DOCUMENTATION COMPLIANCES
REPRESENTATION
CORPORATEGOVERNANCE
AUDIT ADVISORY
Different Services
Segment wise role of Company Secretary
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
Segment wise role of Company Secretary
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
Segment wise role of Company Secretary
Media And Entertainment
Infrastructure, Power And Telecom
IT Solutions
IT Enabled Services And BPO
Textiles
Tourism And HotelCapital Market And Its Intermediaries
Engineering and Construction
FMCG
Agriculture AndFood Processing
Capital Goods
Drugs, Pharma And Healthcare
Banking And NBFC
Financial Services
Different Industries
Segment wise role of Company Secretary
SMALLSCALE
MEDIUM
SCALE
LARGE
SCALE
Different Scales of Operations
Segment wise role of Company Secretary
Global Operations
Indian Operations
Different Geographies
Segment wise role of Company Secretary
Time Has Come to Go Global
Segment wise role of Company Secretary
Globalization of trade in goods and services will increase demand in foreign countries
Segment wise role of Company Secretary
International Opportunities
Corporate Governance
Advisory and Compliances in Multinational Regulatory Environment
Investment Advisory
Intellectual Property Rights
Commercial Arbitration and ADR
Cross Border Restructuring
LPO and KPO
International Taxation
Transfer Pricing
Segment wise role of Company Secretary
Impact of Information Technology
Third Item
The IT Revolution
How IT can change the Professionals Life
Impact of Information Technology
The IT Revolution
A thought few years back….which has become a reality
now!!!
Impact of Information Technology
The IT Revolution
PEN PC
Impact of Information Technology
The IT RevolutionPEN PC
Impact of Information Technology
The IT RevolutionPEN PC
Impact of Information Technology
The IT Revolution
Virtual Keyboard
Impact of Information Technology
The IT RevolutionVirtual Keyboard
Impact of Information Technology
The IT Revolution
Virtual Keyboard
Impact of Information Technology
How much time we are devoting for
Routine Compliance
Strategy Planning
Challenges for Company Secretaries
An Ordinary Company Secretary
80%
20%
Notices
Agenda
Minutes
Registers
Returns
Checklists
Strategy
Research
Representation
Problem Solving
Management
Coordination
Impact of Information Technology
Use Tools available
On Takeover Code
Impact of Information Technology
Use Tools Available
On Corporate Compliance Management
Impact of Information Technology
Use Tools available
On Incorporation
Impact of Information Technology
Use Tools available
On Due Diligence
Impact of Information Technology
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
Impact of Information Technology
IT is a Powerful Tool for Company SecretariesIT Enabled CS Does A Lot and
Keeps 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
Impact of Information Technology
Fourth Item
C-Commerce
Teams win Matches
C-Commerce
Be it Sports or Practising Firms
C-Commerce
Global Success Call for Synergy of
BrandKnowledge
InfrastructureCapital
Let Collaboration be Buzz Word for Us
C-Commerce
Quality of
Service
CorporateLaws
EconomicLaws
TaxationLaws
WTO & IPR
InternationalTrade Law
IT & BPOManagementConsulting
Finance and Accounting
Commerce
BrandSynergy
Infrastructure
SynergyCapitalSynergy
Collaborative Commerce
SingleWindowInterface
KnowledgeSynergy
GlobalPresence
Growing Revenues
Growing Customers
Growing Nations
CS + CA + CWA + MBA +
LLB
C-Commerce
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
C-Commerce
Fifth Item
Success Mantra for Company Secretaries
Mantra for Company Secretaries
Part I
Mantra for Company Secretaries
Once upon a time a rabbit and a tortoise 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.
Mantra for Company Secretaries
The Rabbit shot ahead and ran fast 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.
Mantra for Company Secretaries
The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ.
Mantra for Company Secretaries
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”
Mantra for Company Secretaries
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………….
Mantra for Company Secretaries
Part II
Mantra for Company Secretaries
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 negligent.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles.
Mantra for Company Secretaries
The moral of the story ?
Fast and consistent will always beat the slow and steady.
Mantra for Company Secretaries
But the story doesn't end here……..
Mantra for Company Secretaries
Part III
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
He thought for a while, and then challenged the rabbit to another race, but on a slightly different route.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
The finishing line was a couple of kilometers on the other side of the river.
Mantra for Company Secretaries
The rabbit 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.
Mantra for Company Secretaries
The moral of the story?
First identify your core competency and then change the playing field to suit your
core competency.
Mantra for Company Secretaries
The story still hasn't ended.
Mantra for Company Secretaries
Part IV
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
So they decided to do the last race again, but to run as a team this time.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
Teamwork is mainly about Situational Leadership, letting the person with the
relevant core competency for a situation take leadership.
Mantra for Company Secretaries
There are more lessons to be learnt from this story.
Mantra for Company Secretaries
Note that neither the rabbit nor the tortoise gave up after failures. The rabbit decided to work harder and put in more effort after his
failure.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
Sometimes it is appropriate to change strategy and try something different. And
sometimes it is appropriate to do both.
Mantra for Company Secretaries
The rabbit 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.
Mantra for Company Secretaries
Story on
“Situational Leadership”
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
His executives were Pepsi-focused and
intent on increasing market share 0.1 per
cent a time.
Mantra for Company Secretaries
Goizueta decided to stop competing
against Pepsi and instead compete
against the situation of 0.1 per cent growth.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
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.
Opportunities Are Unlimited
Everyone has a DREAM
And
Everyone wants to ACHIEVE it
How?
To teach you the some of the lessons from the treasure called life
Let me share a story with you on ACHIEVING YOUR DREAMS…
Mantra for Company Secretaries
The story about the tiny frogs....
Mantra for Company Secretaries
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.
Mantra for Company Secretaries
A big crowd had gathered around the tower to see
the race and cheer on the contestants...
The race began...
Mantra for Company Secretaries
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!"
Mantra for Company Secretaries
The tiny frogs began collapsing. One by one...
Mantra for Company Secretaries
... Except for those who in a fresh tempo were climbing higher and higher...
Mantra for Company Secretaries
The crowd continued to yell "It is too difficult!!! No one will make it!"
Mantra for Company Secretaries
More tiny frogs got tired and gave up... ...But ONE continued higher and higher and higher...
Mantra for Company Secretaries
This one wouldn't give up!
Mantra for Company Secretaries
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?
Mantra for Company Secretaries
contestant asked the tiny frog how the one who succeeded had found thestrength to reach the goal?
It turned out...
Mantra for Company Secretaries
That the winner was DEAF!!!!
Mantra for Company Secretaries
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!
Mantra for Company Secretaries
Always think of the power words have.
Because everything you hear and readwill affect your actions!
Therefore: ALWAYS be...
POSITIVE!
Mantra for Company Secretaries
And above all:
Be DEAF when people tell YOU that
YOU can not fulfil YOUR dreams!
Always think:
I CAN DO THIS!
Mantra for Company Secretaries
Opportunities are Unlimited
Sixth Item
Leaders Create Opportunities and keep growing higher and higher…
Opportunities Are Unlimited
Incompetents wait for Opportunities and they keep on waiting…
Opportunities Are Unlimited
Its just a matter of Creativity, Confidence and Communication
Opportunities Are Unlimited
…and also Perception and Positive Thinking
Opportunities Are Unlimited
Now……. you will become
“ACS”
Opportunities Are Unlimited
We should understand the Role of Both
“ICSI & You”
Opportunities Are Unlimited
Finally Profession is like a
Car Race
Opportunities Are Unlimited
ICSI helps You
Design the Car
Opportunities Are Unlimited
ICSI guides you
The Road Ahead
Opportunities Are Unlimited
ICSI teaches you
How to Drive the Car
Opportunities Are Unlimited
ICSI makes rules for
Safe Driving
Opportunities Are Unlimited
ICSI gives you
License to Drive
Opportunities Are Unlimited
who have to actually
drive the car safely and win the race
Its YOU
Opportunities Are Unlimited