Company Secretarial Practices - SyBCom Semester III 2020-2021
Dr. Kishori J. Bhagat provides insights on company secretarial practices, services, advisory roles, and representation services in this course module. Learn about the role of a Company Secretary as an advisor, liaison officer, and representative at different forums.
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Company Secretarial Practices I SYBCom Semester III 2020-2021 1 DR. (MRS) KISHORI J BHAGAT M.COM., M.PHIL., M.B.A., NET, PH.D.(COMMERCE), PH.D. (MANAGEMENT STUDIES) Dr Kishori J Bhagat CSP II
Module 2 2 COMPANY SECRETARY SERVICES Dr Kishori J Bhagat CSP II
Syllabus Module 2 3 Company Secretary Services Advisory Services Role of Company Secretary as an advisor to Chairman, Secretary as an liaison officer between the (a) Company and Stock Exchange (b) Company and Depository Participants (c) Company and Register of Companies (ROC). Representation Services of Company Secretary at different forums- Representation at Company Law Board, Consumer Forum, SEBI. Arbitration & conciliation services. Cyber Law compliance. Secretarial Standards Advantages, Secretarial Standards by ICSI, Secretarial Standards -1- 10. Secretarial Audit Procedure/ Stages, Need and Importance, Scope. Dr Kishori J Bhagat CSP II
Role of Company Secretary as an advisor to Chairman 4 Arrange meetings- Board & General Keep informed about legal, financial and other issues Matters in meetings are confidential Company complies with laws and standard Guidance regarding implementation of policies Regular correspondence Personal attention Follow orders Courteously and correctly Corporate governance requirements Dr Kishori J Bhagat CSP II
Secretary as a liaison officer between the Company and Stock Exchange 5 Stock exchange Listed Statutory provisions Documents, information Correspondence Cordial relations Courteous and correct In time Compliance officer Monitor share transfer process Dr Kishori J Bhagat CSP II
Company and Depository Participants 6 Depository Participant NSDL / CDSL Demateralised shares SEBI guidelines Stock exchange Statutory provisions Information right issue, bonus, allotment of shares Correspondence Clear, correct Prompt Cordial relations Dr Kishori J Bhagat CSP II
Company and Register of Companies (ROC). 7 ROC statutory authority office of records - wide powers Representative of company Correspondence Notice, circulars, reports File returns Permission for extending AGM date Alteration of M/A & A/A Certificate of incorporation, trading certificate Impose fines Extend time Correspondence Clear, correct Prompt Cordial relations Dr Kishori J Bhagat CSP II
Representation Services of Company Secretary 8 At Company Law Board Submit documents, letters, resolutions Confirm alteration of M/A Failure to register Sanction issue of shares at discount Registration of alteration and redemption of irredeemable debentures Refusal to register transfer 1 June 2016 National Company Law Tribunal (NCLT) Dr Kishori J Bhagat CSP II
Representation Services of Company Secretary 9 Consumer Forum Aware consumer of rights Legal machinery for consumer protection Documents Represent company Legal expert for advocating the case SEBI To regulate stock exchange, stock brokers, intermediaries Supply information Advertisement for public issue Delay in transfer Complaints of investors Guidelines Dr Kishori J Bhagat CSP II
Arbitration & conciliation services. 10 Arbitration & conciliation services Practicing CS Project planning Raise resources, foreign collaboration IPR Negotiation skills Settle disputes amicably Draft agreement Draft arbitration and conciliation agreement Conciliator in domestic and international disputes Dr Kishori J Bhagat CSP II
Cyber Law compliance. 11 Corporate governance norms as prescribed Board meetings video conferencing Notice to shareholders by electronic modes Statutory records in electronic form File documents with ROC in electronic form Protect documents in e form Follow policies and procedure of company Ensure orderly and efficient business Detention of frauds and errors Timely preparation Accuracy and completeness and timely preparation Dr Kishori J Bhagat CSP II
Secretarial Standards 12 Secretarial standards are the policy documents relating to various aspects of secretarial practices in the corporate sector Set of principles which the companies is expected to adopt, adhere in discharging the responsibilities Standards issued by ICSI and approved by Central Government Dr Kishori J Bhagat CSP II
Secretarial Standards Advantages 13 Introduction of standards Better implementation of laws and corporate disclosures Transparency and more compliance Rise in investors faith Increase professionalism Less frauds Easy identification of non-compliance Better corporate governance Prevent mismanagement Dr Kishori J Bhagat CSP II
Secretarial Standards by ICSI 14 Objectives Integrate harmonize and standardize diverse secretarial practices Improve compliance of corporate governance Sustain growth and visibility Setting international standard benchmarks in secretarial practices Bring clarity in legal procedure Dr Kishori J Bhagat CSP II
Secretarial Standards -1- 10 15 SS-1 Meeting of Board of Directors Revision - General Meetings Dividend Register and Records Minutes Transmission of shares and Debentures passing Resolution by circulation affixing of Common Seal Forfeiture of Shares Board s Report SS- 2 SS- 3 SS- 4 SS- 5 SS- 6 SS- 7 SS- 8 SS- 9 SS- 10 Dr Kishori J Bhagat CSP II
Secretarial Audit Procedure/ Stages 16 Secretarial audit is a comprehensive audit to check whether the company is complying with the provisions of rules, regulations and procedures mentioned in various laws Procedure Appointment Certificate of practice Convene board meeting Proposal to appoint resolution Approval general meeting The appointed CS (COP) check Sec Pract/ law compliance Dr Kishori J Bhagat CSP II
Secretarial Audit Need and Importance 17 Ensure companies function strictly as per laws Safeguard the interest of stakeholders Mechanism to monitor compliance Introduce better corporate governance Ensure company has complied with legal and procedural requirements Check irregularities, frauds and possible loss Dr Kishori J Bhagat CSP II
Secretarial Audit Scope 18 Comprehensive Companies Act & other Acts Contract Act Depositories Act SEBI Foreign Exchange Act Etc Companies Dr Kishori J Bhagat CSP II
Module 3 19 COMPANY DOCUMENTATION AND FORMATION Dr Kishori J Bhagat CSP II
