Are We Ready For Unlimited Opportunities

1. ARE WE READY FOR UNLIMITED OPPORTUNITIES Pavan Kumar Vijay

2. WHO IS CS

3. A Generalist Or Specialist ???

4. Subjects Taught Finance & Accounts Tax Planning & Management Company Law Management Control & Information Personnel Management MIS & Corporate Communication Financial Management Economic, Labour & Industrial Laws Cost & Management Accounting Secretarial & Management Audit

5. To Play Vital Role In Board Room

6. Prepared to Help In INFORMATION TECHNOLOGY MARKETING PRODUCTION AND OPERATIONS HUMAN RESOURCES CORPORATE COMMUNICATION FINANCE AND ACCOUNTS LEGAL CORPORATE PLANNING

7. DEPARTMENTS IN A COMPANY Communication in absence of any coordinator CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY A Existing Corporate Structure DIR A DIR B DIR C DIR D DIR E BOARD OF DIRECTORS EXTERNAL STAKEHOLDERS INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS

8. Every Company Needs a Coordinator Who Must Possess the Knowledge of LAW + MANAGEMENT

9.

COMPANY POLICIES

OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS COMPANY SECRETARY CS is the Principal Officer of the Company DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS

10. Definition of a Company Secretary

11.

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

12. Branding of CS Ascertained with Corporate Governance

13.

The Institute of Company Secretaries of India

Corporate Governance is the adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility Corporate Governance application of best management practices, compliance of law in letter and spirit and for sustainable development of all stakeholders

14. Company Policies Management Functions Regulatory Compliances Ethics and Mutual Trust COMPANY SECRETARY navigates the CORPORATE GROWTH with GOOD GOVERNANCE Company Secretary in Employment SUSTAINABLE GROWTH

15. Being a Principal Officer, the Company Secretary plays a vital role in Corporate Governance

16.

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 in Practice

17. Company Secretary is a Specialist who contributes significantly in all departments of the Company

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

19. Specialisation of Company Secretaries vary from Segment to Segment

20. 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 And Food Processing Capital Goods Drugs, Pharma And Healthcare Banking And NBFC Financial Services Different Industries

21. Different Services DUE DILIGENCE DOCUMENTATION COMPLIANCES REPRESENTATION CORPORATE GOVERNANCE AUDIT ADVISORY

22. 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 ENVIRONMENT LAWS INTERNATIONAL TRADE LAW

23. Different Corporate Structures Public Sector Undertakings Private Limited Companies Trusts And NGOs Coop Societies And Producer Companies Municipal Boards Semi-government Organisation Unlisted Public Companies Listed Public Companies Unexplored Organisations

24. Different Scales of Operations SMALL SCALE MEDIUM SCALE LARGE SCALE

25.

There are over 6 Lakh Companies in India.

Some Statistical Figures For Us

More than 50% of these are active companies in which Company Secretaries can work.

Rest of the companies do not file basic documents with ROC, hence Company Secretaries can improve their management and compliance system there.

Out of active companies 65000 are Public Limited Companies.

Out of which 10000 are listed companies.

26. Work Profile of Legal & Secretarial Department In A BIG Company Like ITC Secretarial Department Board Affairs Investor Relations & Grievances Corporate Governance Secretarial Compliances

27. Work Profile of Legal & Secretarial Department In A MID SIZE Company Company Secretary Responsible for Legal Finance & Accounts Audit Committees Secretarial

28. Work Profile of Legal & Secretarial Department In A Small Size Company Company Secretary Handling only Legal Secretarial Legal work of other departments Accounts & Finance Personnel & HRD Vacuum lies for

29. Here Lies The Opportunity For Us

30. To Manage... General Management Corporate Communication Legal Finance and Accounts Human Resources Development Information Technology Production and Operations Marketing Corporate Planning

31. General Management

Planning and Control Formulating a programme for a definite course of action and overseeing its implementation

Communication Exchange of information between various stakeholders

Coordination Integration and harmonisation of diverse operations

Decision Making Evaluation of various options available to the management

Problem Solving Conflict resolution, contingency planning, etc

32. Legal

Advisory Advising on applicability, interpretation and procedures under various laws

Compliances Ensuring compliances under various all laws applicable to the company

Certification Issuing certificates required under various laws

Audit Conducting Secretarial Audit, Securities Audit, Intermediaries Audit and other Audit as required under any law for the time being in force

Due Diligence, Search, Credit Reporting, etc

Representation Authorised representative before government and regulatory bodies, quasi-judicial bodies, etc.

33. Legal

Legal Documentation Drafting and vetting of various legal documents including agreements, contracts, deeds, power of attorney, etc.

Arbitration and Conciliation Arbitration, conciliation and Other Alternate Dispute Resolution (ADR) methods for settlement of commercial disputes

34. Corporate Communication

Communication with directors, investors, employees, consumers, suppliers, government and regulators, media and general public

MIS and Follow-up of board decisions

Notice and Agenda for Meetings

Issue of various Circulars and Notices

Annual Report and Accounts

35. Corporate Planning

Business policy and strategy and the overall planning

Joint Ventures/ Strategic Alliances/ MOUs

Promotion, Formation and Setting up of Companies/ Projects and Other forms of organisations

Reconstruction and Reorganization

Securities Management and Compliances

Mergers and Acquisitions

Risk Management

Intellectual Property Rights - Registration and Licensing

Management/ Operational Audits

36. Finance and Accounts

Compliance of Fiscal Laws

Finalisation of Accounts

Budgetary controls

Investment Analysis

Capital Restructuring

Treasury Management

Loan Documentation and Syndication

Cost Management

Transfer Pricing

Internal Audit

37. Human Resources Development

Compliance of Labour Laws

HRD Audit

Industrial Relations

Human resource planning, recruitment and training

Motivation and Compensation Packages

Performance appraisal

Promotion Policies

Voluntary Retirement Schemes

38. Information Technology

Legal Reporting and Filing of E-Forms (DCA21, EDIFAR)

Compliance of Information Technology Act

Digital Signature - Registration and Usage

Software Licenses and Agreements

Information System Audit

Meetings through Video/ Teleconferencing

Web-casting of General Meetings

Functional coordination and integration

39. Production and Operations

Compliance of Industrial and Environment Laws

Inventory management and control

Industrial Safety Standards

Project Management

Drafting of Contracts and Purchase Orders

Compliance of Works Contract Act

Budgeting, accounting and cost control

40. Marketing

Compliance of Laws Relating to Competition and Consumers

Agreements with wholesalers, retailers, franchisee, etc.

Trademarks Registration and Licensing

Legal aspects of Package Design

Vetting of Advertisements and Marketing Literature

41. Global Opportunities Are Also Awaiting Our Decision

42.

Corporate Governance

Advisory and Compliances in Multinational Regulatory Environment

BPO and Related Services

Investment Advisory

Intellectual Property Rights

Commercial Arbitration and ADR

Management Consultancy Services

International Taxation

Transfer Pricing

International Opportunities

43. Teams win Matches Individuals Play Games

44. Be it Sports or Business

45. Brand Knowledge Capital Infrastructure Global Success Call for Synergy of Let Collaboration be Buzz Word for Us

46. Quality of Service Commerce Brand Synergy Infrastructure Synergy Capital Synergy Collaborative Commerce Single Window Interface Knowledge Synergy Global Presence Growing Revenues Growing Customers Growing Nations CS + CA + CWA + MBA + LLB Corporate Laws Economic Laws Taxation Laws WTO & IPR International Trade Law IT & BPO Management Consulting Finance and Accounting

47.

Risk Minimisation

Wider Area of Expertise

Wider Geographic Reach

Firms Strength Enhancing Brand Equity

Active Networking and Public Relations

Infrastructure Sharing

Overhead Sharing

Close Self Help Group

Best Practices/ Expertise in Firm Management

Advantages Collaborative Commerce

48. Demand Exists for Company Secretaries both in Employment and Practice

49.

Every growing company needs a person to

align various management functions with company policies

ensure compliance of all applicable laws

develop mutual trust between various stakeholders

Company Secretary in Employment

50.

As defined in Company Secretaries Act 1980 practising members can provide all services right from Promotion to Winding up of Companies

All companies require advisory and representation services relating to Management and Law

There are over 3 Million Organisations in Organised Sector including Companies, Societies, Trusts, Partnerships, HUFs, Sole Proprietary, etc. requiring services of professionals

Company Secretary in Practice

51. Globalization of trade in goods and services will increase demand

52. Opportunities are Unlimited

53. Incompetents wait for Opportunities and they keep on waiting

54. Leaders Create Opportunities and keep growing higher and higher

55. Its just a matter of Creativity, Confidence and Communication

56. To Illustrate A New Story of the Rabbit and Tortoise

57. 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.

58. 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.

59. The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ.

60. 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.

61. 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.

62. 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.

63. 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.

64. This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles.

65. The moral of the story Fast and consistent will always beat the slow and steady.

66. 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.

67. He thought for a while, and then challenged the rabbit to another race, but on a slightly different route.

68. 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.

69. The finishing line was a couple of kilometers on the other side of the river.

70. 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.

71. The moral of the story? First identify your core competency and then change the playing field to suit your core competency.

72. The story still hasn't ended.

73. 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.

74. So they decided to do the last race again, but to run as a team this time.

75. 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.

76. 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.

77. 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.

78. Teamwork is mainly about situational leadership, letting the person with the relevant core competency for a situation take leadership.

79. There are more lessons to be learnt from this story.

80. 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.

81. 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.

82. Sometimes it is appropriate to change strategy and try something different. And sometimes it is appropriate to do both.

83. 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.

84. 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.

85. His executives were Pepsi-focused and intent on increasing market share 0.1 per cent a time.

86. Goizueta decided to stop competing against Pepsi and instead compete against the situation of 0.1 per cent growth.

87. 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.

88. 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.

89. 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.

90. 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.

91. Thank You